Fairy 10 Omni Mage
by Humatrix-X-24
Summary: After losing his family, friends and home world, Ben Tennyson after defeating his most powerful villain. Only to be thrown into another world, this one filled with magic and amazement. Here Ben will join the fairy tail guild and become a hero once again. Ben x Erza. Neither Ben 10 nor Fairy tail belong to me, all rights go to their respective owners. Please do not steal my work
1. Prologue

**Hello all Ben 10 fans on , I am Humatrix. A writer on Wattpad who has set up shop here to give this site a taste of my stories. Hope you like this one, more to come, and nothing is gonna stop me, no hater can get me.**

It has been a few months since Ben gained Omni, and so far the hybrid transformation has been proven useful. Because Omni has all of the powers of Ben's aliens wrapped up in one form he doesn't need to transform to use his other abilities. And because he has all of the transformations powers Ben has learned to combine their abilities to make them more powerful.

An example would be using Feedback's energy absorbing powers plus Atomix's energy burst ability, by absorbing energy he can double up the atomic blast's power. And with the combined brain power of both Gray Matter and Brain Storm he can solve any problem he comes across.

Having a one alien arsenal sure comes in handy, as Omni Ben has gained a full understanding of how Kevin felt when he first absorbed the omnitrix's power and went rouge. Other than the power he also knew how it felt to be a freak of nature, a hybrid of multiple species at once when he got stuck in that form for a week and every alien race thought he was an abomination.

In addition Ben's update to the omnitrix has also given him a partial transformations ability which gives him the power to turn parts of his body into his alien's and grow extra body parts. He also has an ability function which obviously gives Ben the power to use his alien's abilities without transforming.

For about two weeks now, Ben was assigned by his grandfather Max Tennyson to go investigate recent attacks on nearby planets.

As it turns out the attacks came from malfunctioning Vilgax Drones that were left there a couple years back that reactivated.

After finishing his investigation, Ben reported the defective robots and headed home, however to the former's demise his home, friends and family were long gone before he even got back to earth.

"Man I can't believe it's been two whole weeks, and who knew busted Vilgax drones would be so hard to deal with that last one put a crick in my neck" Ben said.

The last drone he faced was actually functioning properly and was adaptable, it took a combination of Ben's strongest heavy hitters and Gray Matter's smarts to take him down.

Once he approached earth his eyes widened in horror, his planet was in ruins with a familiar looking space ship near the moon. As he landed he saw his hometown in flames, the plumber headquarters destroyed in front of his grandfather's cover up plumbing store, and worse, his family and friends laying on the ground dead.

"No, no, no, no, no what happened here" Ben said teary eyed as he saw his parents laying on the ground not breathing and bleeding. He than turned to see Gwen and Kevin both not moving or breathing, Gwen laid against a bit of rubble while Kevin at her feet both holding hands. He turned to se his revonnahgander plumber partner Rook impaled through his mid section on a large stone spike, his proto-tool next to his severed arm.

His glance then fell on his grandfather, who was hanged on a rope by his waist with multiple bruises all over his body, his eye opened and saw Ben.

"Ben" the old man tried to say in a raspy voice, "Grandpa" Ben yelled helping his elderly relative off the rope by turning into Omni and threw a diamond shard at the rope at the same time using Gravattack's Gravity powers to lower him down. "Grandpa what happened here who did this too everyone" Ben demanded helping Max sit down, "Ben, he, they took us by surprise (cough) (cough)" Max wheezed weakly, "they said first they'll destroy everything you love, then they said they'all destroy you next". "Who do grandpa I'll make them pay" Ben said slamming his fist on some near by rubble, "It... Was... Malgax" those were Max's final words before he... Passed.

"Grandpa? Grandpa? NOOO...", almost an hour later Ben had given his family and friends a proper burial, and mourned over the loss of his beloved family.

"Who ever your are Malgax" Ben said clenching his fist, " no matter what you are" he looked up from the graves of his family and friends, "I will find you..." Ben said sniffling. "And make you regret setting foot on my home world", "indeed we already regret being in this pitiful rock" two familiar voices said.

Ben turned around to see a weird hybrid between Vilgax and Malware "YOU" Ben said sinisterly his teeth clenched and fist at the ready, "I swear to you two, I will make you pay for what you did, I WILL MAKE YOU PAY FOR CROSSING PATHS WITH" Ben then slammed down hard on his omnitrix's face plate "BEN TENNYSON" he said while transforming.

When the bright emerald flash of the Omnitrix dissipated, standing in Ben's place was a seven foot tall pale light green reptilian alien with a long lizard like tail and dark green hair wearing a sleeveless full body jumpsuit with multiple omnitrix symbols located throughout his body.

He shot a completely terrifying glare towards Malgax, Clenched his fists, "OMNI" the alien yelled.

Name Omni

Species Omnisapian

Description Omni appears as a large humanoid lizard with pale light green skin. He also has dark green hair along with emerald green eyes. The uniform provided to him by the omnitrix is similar to four arms except less bulky. The torso of the outfit resembles Ben's shirt, the pants area resembles diamond head's but has a hole in the back to compensate for his long tail. On his face, shoulders, elbows, hands both palm and back, knees, feet, top only, and on the dorsal surface of his tail are numerous Omnirix symbols. The omnitrix itself located on his chest.

Powers Omni is equipped with the powers of all the aliens of the Omnitrix. He can transform his features into those of the aliens and has the power to use their abilities. These capabilities that he has are what make him the most powerful being in the universe. Omni can also combine the powers of different aliens to create stronger powers along with making weapons out of alien DNA as inspired by Skuurd. He can even use the powers of a celestialsapian. Due to his unique powers Omni is far stronger compared to any other alien race.

Other knowledge this unique transformation Ben has gained was the result of an accident with the omnitrix. When Azmuth called Ben op Galvan Prime to give him an update on the omnitrix a few way bads appeared. After promptly defeating them The omnitrix malfunctioned and all the DNA got erased except for one from an unknown life form. As it turned out a few of Ben's bad guys planned to finally destroy him by erasing the omnitrix. After a slight trauma Ben turned into his new alien which had all the powers of all his aliens. Though he missed all the transformations he originally had, he was glad their demise hadn't been in vain, they were used to create a new member of his arsenal. So to put it in a way, Omni is the only one of his kind.

"So you have a new transformation, no matter Tennyson, we've seen all your Tricks over the years" the abomination said, "how should this one be any different?" He asked.

"This one is different because he is the only transformation I have left and the strongest" Omni stated his arms glowing green. "He's a combination of every one of my aliens having all their powers" as the glow on Ben's arms lessened his arms were revealed to be that of Armadrillo and Diamond Head. "The form which I will use to finally destroy you" Ben said as he charged towards Malgax.

As Ben ran towards Malgax, the mutant monster went for a back hand at Ben, but using Ghost Freak and Big Chill's powers Omni went intangible and passed by the incoming fist.

He then turned back to solid and gave a Talpaedan punch to Malgax knocking him back then shot diamond shards at him pinning him down.

Ben then used Humongosaur's powers to grow seventy feet tall "This is for my parents" Ben said slamming his oversized fist on the monster. "These are for Gwen and Kevin" Omni's arms then turned into Diamond head's and Heat Blast's, he then slammed each fist on Malgax one at a time. "This is for Rook" Ben said as he turned his leg into Kicken Hawk's slammed it down hard on Malgax, grabbed him with it and tossed him in the air.

Omni then grew Astrodactyl's wings and jet pack and flew right above them gradually rising Malware Vilgax hybrid still seventy feet tall, "and this one is for grandpa Max". Ben turned his arms into Alien X's and slammed him down so hard he created a small crater in the earth.

"Must resort to back up plan" Malgax said as he reached for a small hand held laser. "And just to make sure you both stay down." Ben said as he grew Feedback's antennae. he stuck both into Malgax and sucked all the energy out of the hybrid.

"How is this possible? We destroyed everything you hold dear, why are you still fighting? You have nothing left to live for" Malgax asked.

Ben grit his teeth and transformed his face into NRG's, his right arm into chromastone's, and his left arm into Atomix's, "That's why, you took away the only things I loved, now you both are going to pay with your lives".

Ben charged up all of his energized limbs, pointed all three at the monster, "Tennyson you may be able to avenge your comrades with our death, but not before we cast you into oblivion" Malgax said as he pointed the hand held laser at Ben.

"Goodbye forever Ben Tennyson" Malgax then shot the laser at Ben but he dodged it and blasted the monster with his energy beams there by disintegrating him until there was literally nothing left.

'It's finally over' Ben thought, 'two of my most greatest enemies are finally gone' he walked away from the crater towards the direction of the laser. "Now what?" Ben asked himself, just then a portal opened up and started pulling him in, "perfect I just had to ask?" he yelled. He tried to get away but the vortex was to strong and sucked him in, as of right now, Ben was being pulled out from his world and is being sent to another one.

He saw himself falling a thousand feet in the air, he used astrodactyl's wings to fly down safely, "looks like I'm in another world, no use going back now that my home's destroyed" he said with pain in his voice. However he knew that his family wouldn't want him to mope about it and would want him to live a new.


	2. Chapter 1: Omni Mage Arrival

As Ben landed he saw him self in a town, very archaic, "looks like this one's magic or Renaissance based" he said.

He walked around for a while until he bumped into a blonde girl, "oh sorry my bad" Ben apologized the girl spoke up, "no it's fine I wasn't watching where I was going".

She wore a white shirt with a blue cross on it, a blue skirt of the same color and she had a ring of keys, a few sliver and a few gold. "Oh well any way my name is Ben Tennyson" he said helping her up, "hi nice to meet you Ben" she said.

"My name is Lucy, so where do you come from and why are you in Hargeon?" She asked, 'persistent' Ben thought, "well in not sure I can tell you" he said. "But maybe I can show you" Ben used the omnitrix's feature transformation function to give him the brain power of both Gray Matter and Brainstorm.

He then used his combined powers to use telepathy on Lucy to transfer his information to her, as expected the latter was both shocked and amazed by what she had learned.

"Wow Ben your quite the hero" she said, "also I'm sorry you lost your family", Ben responded with a heavy sigh which hinted pain, but he put on a light grin "It's okay Lucy, besides if they were alive they wouldn't want me to mope around" he said. "Even though I'm new to this world I'm willing to start a new life here", Lucy smiled, it was never easy to bring Ben down, even if the whole world was against him he always rises in victory.

"That's a good philosophy" the blonde said, they walked and talked for a while, Lucy had explained to Ben about Fiore and wizard guilds and that she was a wizard too. As they walked Ben had explained to her about his world or what it used to be, how science allowed human's to prosper and that only energy based beings called anodites can use magic.

He also explained what aliens were and how he got the omnitrix, as well as why he only has one transformation now, "wow you're more than impressive you know" Lucy said, Ben grinned in response until Lucy's attention was caught by a guy with blue hair who was being called a salamander.

Ben knew something was up, at that moment a dude with pink spiky hair came up and started a skirmish with the so called salamander, it turned out that he was a fake and almost hit Lucy. Ben rushed to her side and used Diamond Head's armor to shield her, "who thanks" Lucy said "sure it's what I do" he smirked, "also thank you guys also I was put under a love spell by that guy" Lucy gestured to the pink haired teen and a blue bipedal cat that talked.

"Great he wasn't even a real salamander, I'm no closer to finding Igneel" he said, "also your welcome". Lucy them invited them to join her for lunch, they were sitting in a booth, the pink haired teen and ate a considerably large amount of food, even Ben was disgusted and his alien Upchuck literally eats anything.

"Any way my name's Lucy" the blonde said, "and I'm Ben" the shapeshifter said, "my name is Happy and this is Natsu" the cat said gesturing to his pink haired companion.

She went on to explain that she was looking for a guild to join but the two weren't listening so Ben showed them what for and punched Natsu's head straight in the top using Armadrillo's arm. The latter indeed felt that. Natsu explained that they were looking for a friend of their's named Igneel who's revealed to be a dragon.

A few hours later Lucy was invited to a party on a boat, Ben got the same feeling when he saw that fire Mage pretending to be a salamander. He asked Lucy if he could tag along to make sure nothing bad ends up happening, she reluctantly agreed to let him come along.

When they were on their way Ben had turned into Omni shrunk to Gray Matter's size to fit into her purse, once the two were on the boat Ben snuck out and went to investigate the scene.

Lucy had already questioned Ben's sanity even though she saw what is to know about him through his telepathy.

"Something doesn't feel right, why would someone only ask dozens of girls to a party" he asked himself using Chamalien's camouflage to sneak around, he was looking around to find something suspicious until the boat jerked.

He ran around the place to find his blonde friend, "Lucy what happened why'd the boat just shake" he yelled, he later found her in a room being held hostage by that same fire Mage.

He then turned his arms into Bloxx's and fired small Lego block like projectiles at the men until Natsu crashed through the roof, "Natsu what are you doing here?" Omni asked the pink haired dude.

"I'm here to show that fairy tail impersonator what for and also save everyone in the process..." His voice drones off as he started to feel motion sick. Lucy had told Ben that the fake salamander threw her keys into the water, Happy the arrived to take Lucy to shore, Ben fallowed using Stink fly's wings.

The two were nearly there until the cat's transformation wore off, Lucy was swimming under water, Ben using Ripjaws' tail and gills landed in the water. "Lucy what's wrong?" He asked, she pointed to a shiny blip in the distance.

"Lucy I'll go get your keys you head to surface" the alien hybrid said, she did as requested and swam up, Ben had grabbed her celestial keys and dragged both of them to shore.

"Open gate of the water keeper, Aquarius" a mermaid then appeared, "Huh the zodiac sign Aquarius is a mermaid, if either Kevin or Rook were here they'd both owe me fifty bucks" Ben laughed.

The mermaid did what Lucy requested but threatened her if she lost Aquarius key again, then blushed when she saw Ben, "an honor to meet you mister Tennyson" she said.

Both had a confused look on their faces, the mermaid then unleashed a tidal wave that sent the boat straight towards land. Natsu finally got over his motion sickness however he was blasted by a torrent of flames, Ben still Omni immediately jumped into the blast.

"Wait" Lucy exclaimed when Happy held her back, a minute later Natsu and Ben could be seen completely unharmed, Natsu was actually eating the fire Ben was absorbing it into his body.

"Man these are the nastiest flames I ever tasted" Natsu shouted, Ben groaned "not really eating it Natsu but you are right these flames are disgusting" the latter commented.

The two of them then fought back, Ben grew to Humungosaur's full seventy feet tall and used Spitter's spit to draw them away. Natsu's fists ignited with fire "I'm gonna show you what a real fairy tail wizard can do" he said, "and I'm gonna show you what Ben Tennyson can do" Ben added.

Still seventy feet tall Ben used Cannonbolt's power to roll over everything then shrank down to normal size, he used Astrodactyl's jet pack plus his laser blasts to make them back off.

Natsu then unleashed his full fire power on the fake salamander, "FIRE DRAGON IRON FIST" he said as he punched the living day lights out of him. "Whoa he beat him, but I think he went a little overboard" Lucy said observing the destruction Natsu had caused, "tell me about it, not even I do that much damage, sure a broken window or car but never an entire town" Ben commented.

Just then a lot of knights in armor ran down to the beach, Ben transformed back to normal only to be grabbed by the pyromaniac. "NATSU WHAT ARE YOU DOING!?" Both Ben and Lucy yelled, "Well you did say you wanted to join the fairy tail guild didn't you Lucy? And Ben you want to help people and with your powers fairy tail will be unstoppable" the dragon slayer said.

Both ended up smiling and running along with Natsu, Ben had chosen to use wild mutt's powers to run on all fours to give Lucy a lift.


	3. Chapter 2: Meeting Fairy Tail

The group had finally made it to magnolia, home to the fairy tail guild Ben in Omni form had used Jetray's powers to fly above gaining an Aerial view.

"I think we're almost there" he said after landing, "Thanks Ben" Happy said glad that he can take a rest from flying. They finally reached the town, the alien shapeshifter now on human form, Ben admired the architecture of the place.

They stopped at a building with large letters in blue that spelled out "fairy tail, must be the place" Ben said just until their pyromaniac friend kicked down the door.

"WE MADE IT BACK ALIVE" he said, they were greeted with multiple hellos and heys, "Hey Natsu heard you went all out at Hargeon" one Mage said until Natsu jabbed him in the face, "please no fighting" Lucy squealed.

Ben readied Diamond Head's arm to defend, the dragon slayer accused his target of false information but the victim said he was passing on a rumor. That made Natsu even more mad and he hit another person, "calm down Natsu, there's no need too get wor... AHHH" Happy then got knocked into a bunch of people.

A full out brawl started while Lucy was trembling Ben was busy blocking some objects being tossed around, "oh man is it always like this here?" The latter asked, "So Natsu's back huh?" An onyx haired guy said. Who for some reason was in his underpants, Lucy screamed while Ben covered her eyes, "dude put on some clothes" he yelled, still using diamond head's arms.

"Grey your clothes" a brunette said to the now recognized Mage as grey, "I don't have time for that" he responded, "hey Natsu I challenge you to a fight what do you say to that?".

Natsu replied with "not before you put some clothes on" with that the brunette sitting at the bar said, "names Cana Alberona, this is why I don't date any of the men here" she said. "They don't have any class" she said while chugging down a big barrel of alcohol, "it's only noon and you guys are already fighting" a tall muscular man with white hair states.

(A/N: going to introduce the recognized ones from this point on starting to get irritated with waiting for a line for when their name is mentioned) (Elfmen) "I'm a real man want me to prove it to yah?" He said.

Lucy sweat dropped, "I can't believe he's encouraging this bad behavior" she said, "have you seen how things are around here currently?" Ben Stated now using Gravattack's powers to trap the flying objects in an orbit to keep them at bay.

The large brute was then knocked out of the fight by Natsu and Grey, "they knocked him out that easily" Lucy said, "never judges how strong something is by their size" Ben said, "did that a occasionally and got my butt kicked".

They then turned their attention to a man with orange hair wearing glasses flirting with a few girls (Loke) he got hit in the head with a glass and proceeded to fight as well.

"I'm gonna go fight now but only to protect you ladies" he said the girls started swoon over his words, "he's off my list" Lucy said, her alien friend sweat dropped.

A feminine voice called out from behind them, "oh are you two here to join the guild?" A white haired woman asked, "OMG it's Mirajane in the flesh" Lucy squealed.

Ben could only comment on what he thought after seeing most of the girls in this world, "there's a chance that every woman or girl in this world is a class A super model" he said making both Lucy and Mira flustered.

Just then Elfmen landed right on top of Mira, "oh no are you okay?" Ben asked concerned, "don't worry besides its kind of fun" she said before he soul started leaking out of her mouth. "Oh no don't die Mirajane" Lucy screamed, "can't I ever get a drink in peace" Cana said, Grey then fell on Lucy with Natsu twirling his underpants around.

"Give me back my underwear Natsu" Grey demanded making Lucy scream covering her eyes Ben did the same thing only he said, "OH MY EYES THEY'RE BURNING" he said jokingly. He then walked over to Ben and Lucy to ask to borrow either of their underwear, as expected they both hit him, "AS IF" Lucy said.

A full on attack was about to start, Lucy was holding up Happy to use him as a human shield, Ben decided to go Omni and grow to Humongosaur's normal height, not seventy feet tall but it was still pretty huge.

"MAYBE I SHOULD SHOW YOU WHAT HAPPENS WHEN YOU MAKE BEN TENNYSON MAD" he roared, "your getting into this now?" Lucy asked. Ben then grew ten feet bigger, "NEXT PERSON WHO MOVES IS GONNA BE HUMUNGO-SORRY" just then a large black entity stepped in "QUIET" it roared.

Everyone stopped dead in their tracks, even Ben stopped knowing it might be a bad idea to attack, the only one who wasn't still was Natsu who was boastfully laughing.

That was until the giant entity stepped on him "welcome back master" Mirajane said, "wait hold on master?" Lucy said, "some new recruits eh?" The master asked. "Uh yeah" the Omni answered, the black entity started to shrink down until he was a small old man, "name's Master Mokorov good to meet ya" he said holding out his hand, Ben shook it.

"Wait a sec this guy's tiny he's really the guy in charge around here" Lucy exclaimed, Ben sweat dropped wondering if she remembered or heard what he had said about size and strength.

The tiny elder did a reverse back flip up to the top railing of the guild hall, to his disappointment, and pain, his back hit the railing.

"Listen up you kids" he said firmly, "thanks to all of you messing around out there I've got a ton of paper work from the magic council about all the damage you've all caused". "However" he said igniting the stack of papers and tossing it into the air, the pink headed dragon slayer jumped up and started to eat the flames.

"Forget about those council blow hards" Makorov then said a speech about why they're the best guild because they take magic as an art, the whole place lit up with applause.

Even our alien transforming protagonist let out an applause, Later Lucy and Ben went to get their guild Emblems. The alien shapeshifter got his in green with a black outline right beneath the omnitrix, "So Ben where are you from anyway?" Mira asked.

He figured this would happen, so he asked everyone in the guild to get within a considerable range so his telepathy can reach them all.

Once he had given them the information wanted, like Lucy they were awe struck and had a slight headache, "yeah that happened to me to" the blonde said.

"My goodness Ben, you are quite the individual" Makorov commented, "even when you've lost your friends and family, eh sorry that happened to you, you still fight the good fight". The teen hero smirked, "it's what I do, just glad I can help" he said.

All of a sudden Natsu appeared, "okay then Ben I challenge you to a fight" the pyromaniac said, Ben sweat dropped "really? I just telepathically shared that I defeated an entire alien war army and you still want to fight?" He inquired. Natsu kept badgering him until he conceded, "YES FINALLY SOME ACTION" Natsu roared.

After everyone got into the courtyard Natsu ignited his fist and Ben turned into Omni, "you can still back down Natsu, I'm very hard to beat" the alien said.

"No way Ben, this is gonna be awesome" the fight then started, the dragon slayer had unleashed a torrent of flames towards the teen hero.

Ben then used Water Hazard and Terra spin's powers to create a water hurricane to cancel out Natsu's fire blast. "Cool he has wind powers" Happy said, Ben then used Spider monkey's power to web shoot Natsu and swing him into the air, the second former pulled down the latter and gave him a diamond cladded punch to the gut.

The dragon slayer backed up, "nice... Trick man" he said struggling to his feet, "but can you handle my" he jumped into the air, "FIRE DRAGON WING ATTACK".

Natsu sent down two streams of fire down to the alien, Ben then blasted the fire with Arctiguana's freeze ray and immediately extinguished them.

"Ice powers too?" Grey commented, Ben then flew up to Natsu and released a red beam of concentrated Radiation curtesy of NRG, which blasted the pinkette to the ground. Ben then grew to seventy feet tall, and the dragon slayer attempted to attack again only to be back handed by a giant fist.

"Okay let's try this on for size" Natsu said as he changed for Ben, "FIRE DRAGON IRON FIST" he was about to make contact until he literally passed straight through Ben. "What the", "intangibility comes in handy, now why don't you wash your mouth out" Ben said as he grabbed Natsu by the shirt and squirted water straight in his face.

"Now I got a move that'll knock you out, of the ring" Ben reared back his arm which transformed into Armadrillo's and sent him flying, the alien then grew Stink Fly's wings and flew up and grew multiple eyes around his body.

"I see you" Ben quipped as he blasted Natsu with a powerful eye beam, 'I could just end this now, no I can't use my heavy hitters though I did just back handed him with Humungosaur and get him in the gut with Diamond Head' Ben thought until Natsu blasted him with fire.

The alien was sent to the other side of the field, "okay now I'm mad, hey Natsu why don't o take you for a spin in zero G's" he said, when Natsu got close enough Ben grew Gravattack's molten core and caught Natsu in his orbit.

"Huh what happened" the dragon slayer complained, "like I said" Ben said now the size of actual Gravattack with a huge head and arms, "how bout I take you for a spin in zero G's" Omni then started to float in the air, roll into a sphere like form and spin Natsu around in his orbit, 'good thing I remembered his motion sickness' he thought.

"Hey why's he spinning Natsu around?" Lucy said, Ben then cloned himself and the other became fatter and grew armor on him like Cannon Bolt and grabbed the pinkette then proceeded to roll into a ball.

"Whoa he can clone himself" Elfmen said, "Oh I get it Ben must've remembered Natsu's motion sickness from the boat and used it against him" happy realized.

At that moment Gravattack Omni launched Cannon Bolt Omni out of his orbit towards the ground where the latter bounced around.

The alien then stopped bouncing, released a very green Natsu and merged back with himself, "looks like you've had enough, green definitely is not your color though" Ben said.

"Brain and brawn yikes" grey commented just as Natsu started to barf unfortunately right on the aliens foot, "ew oh you are so in for it now" Ben said as he used Armadrillo's arm to picked up the pyromaniac and shake him violently. He then let him go and Master Makorov came up to him, "the winner is Ben Tennyson" he said, the spectators then went up to congratulate the alien after he turned back to Ben.

"Nice one Ben, always entertaining to see pinky over there get his butt handed to him" Grey said pointing to Natsu struggling to stand up, "nice fight" Ben said helping him up.

"Yeah can't wait till beat you next time" the dragon slayer said, "you want another round with Gravattack or Cannonbolt?" He asked, the former turned green again "Ben's right green really isn't Natsu's color" a blue haired Mage (Levy) said.

An hour later a boy ran out of the guild teary eyed, "what's wrong with him?" Lucy asked "that's Romeo, his dad Macao is part of the guild".

An hour later Natsu, Lucy, Happy and Ben made their way up through a few mountains to find Macao who was tracking a monster called a Vulcan, the blonde complained that it was cold.

"Well it's already too late to go back now" Ben said, he was currently Omni using Big Chill and Arctiguana's powers he was immune to the cold. "Let's keep moving", as they walked up Lucy decided to bring out one of her celestial spirits who looked like a grandfather clock, she hopped inside and the clock interpreted her inaudible statements.

"Don't worry I'll just pick this up" the alien said before a giant monkey appeared out of nowhere and snatched Lucy, "HEY GIVE US BACK OUR FRIEND!" Natsu demanded.

Unfortunately the latter's yell was about to cause an Avalanche, "now look what you did idiot!" Ben retorted smacking the pyromaniac in the back of the head. "AHHH AVALANCHE" the cat screamed, at the last moment Ben used Upchuck's powers to swallow both of them and used Jetray's patagia like wings to fly upwards away from the snow slide.

He then used Wild Mutt's powers to track the monkey monster and Lucy, after locating them he spat out Natsu and happy straight into the mountain wall.

Both crashed through and proceeded to rescue their friends until the pink headed fire breathing dunder head slipped and fell out of the cave.

"Really?" Omni asked cocking a brow, he then grew to seventy feet tall and proceeded to fight the monkey, "not so bad for an over grown monkey" the alien taunted, as expected the Vulcan was not happy to hear that.

He threw a punch but it got stuck in Ben now using goop's powers who then used Echo Echo's power to launch him back with a sonic roar, Lucy then summoned another one of her spirits.

"Open gate of the golden Bull, Taurus" then a large humanoid cow with a large battle ax appeared, "What can I do miss Luuuuucy?" Taurus mooed, "I want you to help Ben over there take down the Vulcan" Lucy said.

Taurus did as requested and helped Ben, Natsu then re appeared and all three of them punched the heck out of the monkey monster. At that moment a magic circle appeared in front of the Vulcan and he turned into a man, "Hey it's Macao" the dragon slayer said.

Later on the gang headed back to Magnolia, Romeo was very happy to see his father, "thank you guys" he said to Ben Lucy Natsu and Happy.

"No problem it's what I do" Ben said, Taurus then came back again, "NO WAY" he said like a fan boy "Aquarius was right it is you the real BEN TENNYSON" he squealed. "Uh Taurus, how do you know Ben?" Lucy asked kinda startled, "are you kidding me no offense miss Lucy but Ben Tennyson defeated the most powerful monster in any universe" he said. "DAGON THE DESTROYER" he shouted, he then begged Ben for an autograph, the latter conceded and gave him multiple for any of Lucy's other spirits.

"Even in this world I have fans" the teen hero complained, "at least this one didn't tear me apart", once they got back to the guild Ben asked Elfmen if he wanted to arm wrestle.

To the latter's disappointment Ben's combined Tetramand, Vexesaurian, Talpeadan, and Galilean's strength proved victorious, "whoa now that's manly Ben" Elmen stated.

Ben decided to go to the request board to find a job, he found one request to take out a few rouge wizards this was both challenging and would provide enough money for a house.


	4. Chapter 3: Scarlet Armored Beauty

Ben was walking back to fairy tail, the job was shorter than expected however the explanation to why he came back at the expected time was because he took side jobs on the way back. 

"Man people run into a lot of trouble in this world" he commented, at that moment Ben could feel small tremors, they felt a lot like footsteps. "Is that a monster? Maybe Master Makorov's is around in giant form" He then looked around to see a very attractive red haired woman carrying a large decorated horn. 

Ben was in awe of both how strong she was and her beauty, when she was in range he noticed the Fairy tail guild emblem on her armor. 

He walked closer to her and introduced himself, "hi there my name's Ben Tennyson, I noticed your a member of Fairy tail" he said. "Hello Ben, my name is Erza scarlet, Yes I am a member of fairy tail" she responded, Ben was then a bit flushed of how nice and dignified her voiced sounds.

"You know coincidentally I'm also a member of fairy tail, I joined just a few days back" he said revealing his guild mark, "oh well then it's good to meet you, hope to work on some jobs with you" Erza responded. 

Ben caught sight of Loke who started to tremble and ran to the guild, "hey wasn't that Loke just now?" He asked, "why yes it was" Erza said. 

After they got back to the guild Ben saw that everyone was frozen in her presence. One asked about the horn Erza responded and asked if he had a problem with it, at that moment everyone flinched and replied with "NO MA'AM".

Erza the stated that she will not tolerate any more negative behavior from the guild. Examples such as Cana's drinking and Wakaba's smoking habit, Ben then walked over to Lucy and Mira. 

"Hey guys what's up why's everyone afraid of Erza?" He asked. "That's Erza for yah" Happy said. Erza then asked where Grey and Natsu were (A/N: [looks around to see if any one will cut me off] okay on with the show) "over here Erza" Grey said with his and Natsu's arms around each other, both sweating. 

"Just hanging out like best friends tend to do" "Aye" Natsu added, "why's Natsu acting like happy" Lucy and Ben asked, the latter being less startled. "Natsu challenged Erza to a fight a few years ago and lost pretty badly" Mira said. 

"Well that was a stupid idea" Lucy said, Macao and Cana then remembered the times Erza beat up Grey for walking around naked and Loke for hitting on her. That last part actually made Ben a little ticked, due to the fact he felt attracted to the scarlet haired armored beauty.

The next day Lucy, Ben, Natsu and Grey were waiting by the train station, the latter two were arguing as usual. 

"I got a feeling they never stop fighting" Ben commented, at that moment the former's red headed armored possible love interest appeared with a cart full of luggage. 

"All that is her's?" Lucy exclaimed, "time to go good buddy" Grey said Natsu responded with Happy's trade mark "Aye", the alien shapeshifter looked at both in annoyance. 

"Knock it off already would you two" he said, "I agree with Ben, one Happy is good enough" Lucy said, after they got on the train the fire breather was hit with motion sickness. "I think it's best if I knock him out the rest of the ride" Ben said as he used pesky dust's powers to put Natsu to sleep.

"Whoa how many powers do you have?" Grey asked. "I must say I'm impressed Ben but not to much though" Erza commented.

(Flashback) "Natsu, Grey I need you to accompany me on a job" Erza said, everyone looked at them confused, "hey Erza forget about those two dunder heads" Cana said.

"HEY WHAT'D YOU SAY CANA" the dragon slayer yelled indignantly, "YEAH AND WHY'RE YOU PUTTING ME WITH HIM?" Grey added. 

Erza shot Cana a confused look, "if not them then who?" She asked and everyone pointed to the guild's very own alien shapeshifter, "me?" Ben said. "Are you sure? Isn't Ben new to the guild?" She says, "true but he's definitely powerful" Macao said. 

"He brought a Vulcan to its knees with a single punch" the purple flame Mage added, "he has an almost infinite arsenal of abilities" Mira added, "he managed to beat me in arm wrestling" Elfmen said "and on the day he did join Natsu challenged him to a fight and lost pretty bad" everyone said. 

Erza then eyed Ben, "very well he shall accompany me as well along with Natsu and Grey" she said, then shot the latter two a very fierce glare, "you so dead" Grey said to Natsu backing away (flashback ends). 

"Believe me Erza, I'm pretty out there" the teen hero said, "and I can prove it to you by showing you" Ben used Brainstorm and Gray Matter's powers again to use telepathy on Erza.

As expected the latter was amazed but without the headache, "My my Ben you really are amazing" she said "hey how come you didn't get a headache?" The ice Mage asked but was ignored. 

After Erza filled them in on what they were doing, which was tracking down wizards from the Eisenwald guild wanting payback for being disbanded. 

"And how do they plan on doing that?" Lucy asked trembling, "an ancient weapon called lullaby, a demonic flute which song can kill if heard" Erza answered.

Ben started to feel uneasy, 'seriously killing others just for being disbanded, well of course your guilds gonna be disbanded for killing people" he thought.

After they got to the other train station Erza realized they had forgotten about Natsu. "He must be on the train still I'll go get him" Ben said using XLR8's speed, unfortunately the latter and pinkette were met by a wind Mage. 

The others rushed in to help fight him, he knocked Natsu off a cliff but the latter used a new technique "A FIRE IN MY LEFT HAND, A FIRE IN MY RIGHT" he chanted. Until he let out, "DRAGON SLAYER'S SECRET ART: CRIMSON LOTUS EXPLODING FLAME" the dragon slayer let out a powerful wild fire. 

He then said that he was with the Eisenwald guild and their plan was to kill the guild masters. At that moment Erza stated that they needed to get there fast. "I can help with that" Ben said while the others shot him another confused look. 

He then turned into Omni which startled Erza a bit and his body became tar black with green circuit like streaks and the alien turned into a super sonic jet. 

"Get in" he said, Natsu refused but was pulled in by Erza, the all headed to Onibus where the guild masters were meeting. After they got there to their surprise Master Makorov managed to take care of the assassin with the lullaby flute which to everyone's misfortune revealed its true form.

It stood several feet tall, Erza Natsu and Grey proceeded to attack it, Ben used them for a diversion for his attack. "ICE MAKE LANCE" the ice stripper said, (grey:would you please stop calling me an ice stripper, for crying out loud it's not my fault my ice magic trainer gave me that habit)(me:HEY HOW'D YOU GET HERE? GET OUT NOW BEFORE I MAKE YOU DO SOMETHING EMBARRASSING IN THIS STORY OR MAKE YOU DIE!)(Grey:yes sir). 

Erza requipped into her heaven's wheel armor and "CIRCLE SWORD", Natsu proceeded with his Crimson lotus exploding flame. Though they hit the demon hard it wasn't enough, they were all then grabbed my multiple plant vines which were produced by Ben still Omni.

"I'll finish this monster off, you guys hang tight" he said as the omnitrix symbols around him grew four prongs and he grew up to 90 feet tall.

"Hey lullaby do you get your name because you put children to sleep?" Ben taunted. The demon got mad and charged at him but the giant alien turned his arms into

Missiles cannons and blasted Lullaby. 

Then turned his right arm into diamond head's and his left into heat blast's. "How about I cut you down a size?" Ben said as he slashed at the demon with his diamond blade arm, "you know fluty you really burn me up, now I'm gonna return the favor" he said as Ben blasted him with his fire arm. 

Lullaby roared in pain then Ben started to glow, "and right now I'm mad enough to to have an ATOMIC MELTDOWN" he said as a ball of green energy filled between his palms.

"HAA-MEE-NA, HAA-MEE-NA, HAA-MEE-NA HAA-MEE-NA, HAA-MEE-NA, HAA-MEE-NA, HAA-MEE-NA NUCLEAR WINNER". 

At that moment Ben released it and destroyed the demon once and for all, at the same time cloned himself by four and the five giant Omni's used Clockwork's time powers to turn it back to reverse the damage. 

All of them stood awe struck at Ben's power, Erza was even more amazed by it standing slightly fearful in the presence of the five Giants. 

Grey unexpectedly fainted backwards now in his underpants, Ben turned back and found what was left of the demon flute. 

He gave it to the guild masters for storing away then raced over to his friends, "DUDE THAT WAS FREAKING AWESOME" Natsu exclaimed, "indeed Ben I've never met someone with so much power" Erza beamed which made Ben fluster a bit. Later on they all started heading home, unfortunately none of them knew where they were going.


	5. Chapter 4: Eat your heart out

Our alien shapeshifter of a teen hero, Ben Tennyson and his fairy tail guild mates were walking through a desert along a canyon to get home. 

They had just defeated the demon flute lullaby, however on their way to the guild masters meeting they got lost. 

"How long are we going to walk, my feet are tired and I'm starving" Natsu complained, they had all been walking for a while, save for Ben currently using Gravattack's powers to float above them. 

"Don't worry, just did Aerial recon" he said slowly floating down, "we should be there in a few hours, bearing any interruptions". 

Everyone sighed in relief, Ben decided to give them a break by going Omni, growing seventy feet tall and carrying them on his shoulders. 

"Hey thanks Ben, maybe now I can relax" Lucy said laying back before being held in place by vines. At this moment Ben was strapping them down before using XLR8's speed to move faster. 

He decided to stop twenty miles after hearing Natsu groan from motion sickness, not wanting to get spewed on he just carried him from a spider web parachute dragging him along by a tow line. After the latter was tired of being in the air Natsu used his fire magic to get him down, only to be caught by Omni in Gravattack mode's orbit. 

"Don't worry I won't spin you around too much" the alien said, after a while Happy spotted something of interest,"hey look wing fish, I saw these on a job request they're considered a delicacy" the cat said. 

Ben decided to go fly fishing, he used JetRay's flight powers and spider monkey's webs to catch as many wing fish as possible. 

"Wow amazing thanks Ben" happy said, he smirked, "any time, but let's not be to quick to eat these" Ben said before picking up one. 

"Maybe we should have someone eat one, just to make sure it's safe to eat, or if it tastes good". Before Ben finished his sentence Happy went and ate the fish he grabbed, good thing to because as it turned out it tasted very gross. 

"All that hard work Ben did and these things are disgusting" Makorov said. "I must apologize for your wasted efforts Ben" Erza said before offering Ben a sword, asking him to smite her. 

"No thanks, besides maybe it's just the way you cook these things, we should take these back with us and answer that job request" Ben said, everyone nodded in agreement. 

They all started walking again with Omni seventy feet tall carrying they're web net full of wing fish over his shoulder, "hey I think I see a town over in that canyon" the giant alien said.

As they entered the town, Ben took notice of how deserted it was. "guess the place is abandoned" he commented, Erza nodded in agreement. "Hey look this house has food in it" they heard Natsu yell.

Ben rushed to the dragon slayer's location dropping the fish in the process. One would think that he was gonna try to eat it first but as it turned out he used wild vine's powers to pull Natsu out of the house before he could eat. 

"Hey what do you think you're doing Ben I was gonna eat that" the pinkette yelled, "how about save you from a possible booby trap, think about it" Ben said. The others listened to what the alien had to say, "an abandoned town, freshly made food, this sounds like a trap to me, and the food is the bait" he said. 

Erza agreed with Ben's logic, she decided that they should split up. Lucy, Grey, Natsu and Happy were to go into the forest to find edible wild mushrooms, Makorov and Erza searched the town, and Ben took to the skies using Astrodactyl's wings and jet pack to get a better view.

"Now what do we have here?" He said. His eyes widened as he got higher, he saw lines in the ground which formed a large magic circle, he flew back down to warn them about it. 

At that time the circle started to glow red and he saw Erza run toward the exit, "Erza, I saw that the lines etched into the street of the town, it formed a magic circle" he said. 

They all met on top of the cliff though Ben was both confused and ready to laugh at the sight of giant mushrooms on Natsu, Grey and Happy's heads. "Dudes what happened?" He said laughing, "those three ate some poisonous mushrooms that grew mushrooms on their heads" Lucy answered. 

After a while the ice mages and dragon slayer's mushrooms fell off, Happy's was still stuck on. 

Master Makorov told everyone that the magic circle castes a spell called alive which turns any inanimate object into a living creature. 

Erza also told them that the town was home to a dark guild on account she found magic tools used to cast evil spells.

The master then added that there was an upside, that the spell turned the building into living creatures and that most living creatures can be turned into.

"Food" Happy, Natsu, and Grey exclaimed, (master Makorov: hey why do they get to cut me off?)(me:they didn't cut you off because you weren't technically saying anything, now on with the show). "Your not seriously going to eat those are you?" Lucy asked.

Natsu amd Grey the smiled hungrily at the monsters, "Gahh, that smile of yours makes your nakedness a lot creepier Grey" she added. Erza then rushed down the cliff "Wait Erza too?" Lucy exclaimed, "guess she's hungry also" Ben said deciding to jump down to her and help out. 

Natsu had just knocked out a couple monsters and flambé'd them, Grey froze a few, Ben used Armadrillo's drill arm to shatter a bunch of monsters while Erza sliced a lot in a weird cooking outfit.

(Me:BTW why do you wear that any way?)(Erza: there's a lot you don't know about me but I won't tell;))(Ben:you won't even tell me love muffin)(Erza blushes). 

"I got a feeling this isn't going to taste well, huh why's happy riding a living chair" Ben said. True enough Happy was indeed trying to eat a chair, "I better help him" he said as he blasted the chair with heat blast's flames. 

It finally stopped and Ben had an idea to use Upchuck's power to eat the rubble, it worked and the latter got his answer when everyone said it tasted gross.

They were all confused at how Ben managed to eat his rubble of monster. Until they saw three long tongues shoot from Omni's mouth and pull in some rubble. 

However another monster appeared, Ben was quick and used the rubble he had eaten earlier to blast plasma balls at it. 

He then decided to fight instead of eat and blasted them using the power of Chaopteryx, then used terra spin to blow them all away. 

After who knows how much fighting the wizards and teen hero fell into another magic circle. However after there was a flash of white light everything looked back to normal, well minus the destroyed buildings. 

It turns out that the monster's were really the towns folk who were trapped in them by the spell casted on the town itself. 

Lucy exclaimed in disgust knowing that Erza made her eat them, Ben was slightly grossed out as well but not as much as the blonde. 

Afterward they started walking home again, they finally made it home after seventy more miles and four hours sacrificing Natsu's stomach to XLR8's speed thankfully he spewed on Grey. 

Ben decided to use the money he got on his last job and the wing fish request to buy a house, with which he decided to start house hunting the next day.


	6. Chapter 5 Galuna Island Mayhem

Ben was touring the streets of and outside Magnolia, searching for a house to live in while he was going to live in this world. 

The super hero hadn't found anything in town so he decided to find a house outside of town. He found something of interest, two stories tall, white and black walls, emerald and dark green roof, balcony, attic and basement next to a beachside view. 

Ben had bought it, best part is it was his no rent nothing, he then proceeded to re paint the interior to match his color scheme.

Emerald ceiling white living room, black hallways. All he had to do now was furnish it, he decided to ask Erza, Lucy, Natsu and Grey for help so he walked to the guild hall and wait for them to show up. 

Once he got there everyone was in a panic, "okay I'm getting the feeling either something bad had happened or way worse" he said gaining the masters attention. 

"You're right Ben, something bad has happen, a S-class job request has been stolen" Makorov said. Ben's eyes widened he knew that S-class jobs were extremely dangerous granted though he had done more dangerous.

"Let's see whose hot headed enough or dumb enough to take on a quest so dangerous, and who has blue light blue hair and white feathers" he said as he noticed a tuft of blue fur and a white feather from the upstairs area. 

"Only one person or rather cat, happy" one mage named Laxus said, "I saw happy flying off with a piece of paper from the guild hall" he added. 

"And you didn't tell anyone!?"Ben shouted, "hey if those two want to get killed I say let them" he said, 'how did you even become a member of fairy tail?' Ben thought. "I have a feeling Lucy went with them to" Levy said, "she didn't show up this morning", "and Grey hasn't come back after investigating either" Macao said. 

At that moment a very angry Erza bursts through the doors, "who stole an S-class quest from the guild?" She shouted scaring everyone out of their skin. Save for Ben who was thrown out of the way by her voice's force. "It was happy Erza, but don't worry I'm going after them" Ben said, "not alone you're not" Erza spoke up. 

"Though I know you can handle it I think it be for the best if I went with you" the red head inquired. "Good idea, who knows what's going to happen, so where did they head?" Ben asked. 

"Galuna island" everyone said, "good we'll leave immediately" Erza said "you go ahead I'll meet you there" Ben said as he went Omni and speed to Hargeon. 

When he got there he asked if a pink haired guy, a blonde girl, flying blue talking cat or black haired occasionally naked dude was had either passed by or was around. 

A man answered and said that they were here a few hours ago and left to Galuna island, he pointed to the island's direction and Ben started flying.

Once he got there after a night or two of flying, Ben started to replicate himself and fan out to find them.

"anything yet?" The original asked, "nope sorry" a replicant answered, "nothing yet", "same here". He had an idea, "quick everyone use Wild Mutt's sensory abilities" the original said, they all started to pick up a familiar scent. 

"I smell something, and it's this way" all of them started to head in the same direction and found a small village with a large sign that read keep out. "Friendly greeting" Ben commented, he decided to knock on the door, "hello I'm from fairy tail, I'm here to find a couple of my guild mates". 

A small man opened the door, "they went out to investigate the island" he said, "of course they did" Ben responded, he went Omni again and zoomed all over the island. 

That was until he found them facing off with a giant rat, "NUCLEAR WINNING VEXESAURIAN UPPERCUT" he said as he knocked the rodent back. 

"Ben what are you doing here?" Lucy asked, "I could ask you the same thing, Laxus said he saw happy flying off with an S-Class job don't try to hide it". 

The blonde then proceeded to man handle the blue cat "WHY DIDN'T YOU SCOUT THE AREA FIRST STUPID CAT?" She shouted. Natsu then told Ben he wanted to prove to gramps that he was worthy of being an S-Class wizard and the situation the villagers were in. 

Ben told them that he would help but not to prove to Master Makorov but to help the villagers.

They then entered the temple but Ben stood outside to keep watch. He used camouflage to stay out of sight, hours later it was night time and he saw a women inspect the rat he had clobbered and run into the temple. 

"Well well what do we have here" he said as as he cloned a troop of himself and stormed the temple. 

As they entered he caught sight of a large demon trapped in ice. 

He saw the others fighting against a cloaked figure using ice make magic to make animals. "Hey Arctic zoo" Ben taunted, the cloaked figure took notice but did not react quick enough to notice an energy beam hit him. 

"I would say you should chill out, but I think you cold enough" Ben quipped, the figure sent a large ice dragon to him but Ben grew to seventy feet and shattered it with one punch. 

"Go I'll handle him" he said as he fended off some ice eagles, Ben then released a powerful sonic screech to shatter the eagles but not enough to free the demon. 

He fled the area leaving some clones to keep up the sonic screams. Ben then saw the giant rat use its tail like a helicopter propeller to fly holding a big container of green burning liquid. 

"Acid not if I think so, I'm not letting another place people call home get destroyed" he said. Ben grew Astrodactyl's wings and flew towards the rat. 

"Hey rodent, don't mean to rat you out but" Ben used Humungosaur's powers to grow seventy feet tall then bashed the container over the rat spilling the acid all over it. 

The rodent fell to earth screeching in pain from the acid, Ben then proceeded to beat the rodent to a pulp "just go down already you stupid rat" he said angrily. 

At that moment Erza fell from the sky right on top of the rat knocking it out, "glad to see you made it here alive" she said. "At least you didn't have to deal with a rouge ice mage" he said. 

At that moment Happy saw the armored wizard then ran away Lucy then came into view and then trembled in fear at the sight of Ezra's angry face.

The next day they were all waiting for grey to wake up, once the latter finally awoke at night time all of the current guild members save for Ben and Erza were tied up.

"Grey we're leaving no exceptions, Ben said he'll stay here to take care of the problem" Erza said. "No way that was the demon Deliora in that ice if Lyon manages to free it were all doomed" Grey said, the scarlet haired mage conceded. 

They all headed to the Temple, there were wizards at the top casting a spell called moon drip and gathering the cursed moon light. 

Ben then interrupted by going Omni and caused a large tremor that shook the entire temple, Natsu then unleashed a fire dragon roar, but a time magic wizard stopped him. 

It wasn't long until Ben used Clockwork's time powers to knock out the time wizard. 

"Yes the demon is free" Lyon said, the giant demon broke out of the ice, Natsu and grey attempted to destroy it but were held back by Lyon. 

He tried to hold Ben down to but had little success, "nice try ice boy, but I defeated the demon flute lullaby. If I beat that thing no doubt I'll be able to take your little operation here down" he said using Ghost Freak's powers to slip out. 

Ben used stink fly's wings to zoom up then blasted him with Ultimate Humungosaur's missiles, the demon started to break apart. 

Then an idea came to the alien hero, he used diamond head's powers to create a large ball made out of crystal, then threw it at seven miles per second at the monster. 

After that the demon shattered into nothing but dust, "it seems the demon's magic energy was being absorbed by this magic ice" Ben inquired.

"After the losing so much of it the very demon you fought" Erza spoke up, "nothing more but Deliora's last breath" Lucy finished. 

They all headed back to the village which looked damaged earlier only to find it completely good as new, "ah the wizards that have saved us have also repaired our village" the elder said. 

"Sir we hadn't done anything" Erza said, at that moment Ben picked up a smell similar to something he picked up at the temple and it lead him to the sky.

After using Gray Matter and Brainstorm's intellect in correspondence to Wild Mutt's smell he found out there was a giant magic lens above the entire island. 

"Guys you may want to watch this" he said as he flew up, during his analysis Erza said that destroying the moon was no problem but not until she saw Ben fly upwards. 

As he flew upwards Ben set loose multiple little floating speakers that lined up in a grid pattern. They all released a powerfu sonic sound that started breaking apart the lens. 

Ben finished the job by using Armadrillo's drill jack hammer arm to shatter the lens completely, everyone was in awe at what Ben had done. 

As he flew down Erza came up to him, "Ben how did you know about the lens" she asked. "Oh I picked up a smell in the temple earlier and I picked it up again just now only it came from the sky" he answered. 

Erza was indeed impressed by Ben's abilities, she was really starting to like him. 

It was then they found out that the villagers on the island who turn into demons at night were really demons who had their memories messed with because of the lens. 

After a huge party, the next day they all headed back home, "so Lucy, I hear you have a new gate key, who do you have now?" Ben asked. 

"Sagittarius" she answers, "oh a horse man" at that moment Natsu and happy we're coming up with weird ideas on how he looked. "You all are so care free that you have forgotten that you are to be punished" Erza spoke up. 

"Except for you Ben, you're safe" she said, "wait didn't everything work out in the end?" Lucy asked trembling, "only because me and Ben were there to finish the job" Erza answered. 

"Oh no you don't think Master Makorov will make us do that again do you" Happy asked, Grey then pleaded on his knees, "PLEASE JUST KILL ME NOW, I DON'T THINK I CAN LIVE THROUGH THAT AGAIN" he screamed. 

"Can some one please tell me what that is?" Lucy said, Natsu made an attempt to run away but failed and got caught by Erza "PLEASE DON'T TAKE ME". 

Ben laughed, saying that he was going to enjoy what his new home had to offer. He walked home only to forget that his house still didn't have any furniture.

Luckily before coming to this world he brought along his newly enhanced proto-car from his world curtesy of Rook. 

He decided to sleep in it for the night, (Me:if your wondering how Ben managed to take along his proto-car, his can use nanotechnology like Rook's proto-truck only it can also shrink down into a compact form).


	7. Chapter 6: Movin in

It was a nice warm morning in the town of Magnolia, Ben wasn't walking to the Fairy tail guild to asks a few of his friends to help him with his house. 

When he got there Lucy, Natsu and grey were complaining that they weren't allowed to get a job as punishment by Master Makorov. "Man this sucks" the dragon slayer complained, "you sound like me when I first got the omnitrix" Ben commented to Natsu.

"Oh hey Ben, what do you mean by that?" Lucy said, Ben smiled a little, "well believe it or not I always complained to my grandfather that I couldn't use the watch for my own interests, the way how Natsu was complaining like that made me feel how he felt". 

At that moment the dunder head decided to look at the request board, he was about to ask him if they could help, but then he remembered Lucy telling him that they sneak into her house and go through her stuff. 

He really didn't want that so he decided to ask someone else, "hey Lucy do you and Erza mind helping me move into my new house?

I already got the furniture I just need help brining it in and arranging it" he asked his blonde friend. "Oh sure, but wouldn't you rather have Natsu and Grey help? I'm still gonna but I'm just asking out of curiosity" she inquired. 

"How about I don't want those two sneaking into my place looking through my stuff" he answered. 

She understood, they went over to ask Their red headed friend and she agreed, in addition Mira, Levy, Cana, Macao and Romeo over heard them and volunteered to help as well. 

Ben showed them to his new place, as well as the large amount of furniture he had bought, "WHOA HOW COULD YOU AFFORD ALL THIS?" Lucy exclaimed. 

"That S-Class job, after Ben left I asked Master Makorov to let Ben have the reward money, and while on the island I asked that the reward was to be privately mailed to the guild" Erza said. 

Lucy, Cana, and Macao were dumbstruck at what Erza did, Ben was actually flustered that she did it for him, he initially said to get started so she wouldn't see his red face. 

Using Four Arm's extra arms and strength Ben handled most of the bigger boxes, while others handled medium and small boxes, Macao used his purple flame magic to help lift multiple. 

Romeo used his rainbow fire to help burn the tape off the cardboard, Erza helped lift boxes as well as removing the tape while Levy used solid script to provide Lucy and herself with box cutting blades. 

Cana had to go to the guild to grab a dolly to move the furniture around, "hey Ben I just noticed, there's a weird looking vehicle in your back yard" Macao pointed out. 

"Oh yeah that's mine want to see" Ben offered, everyone stood in awe of the advanced vehicle, "like it I customized it along with my friend Rook, he's also an alien" Ben said. 

"So what can this thing do?" Cana asked, "well it's like a normal car, with the customizations though this thing can transform into different configurations" he said getting into the driver seat and turning it on. 

"Like for instance", Ben shifted the gear and the car started to shift and change its form, it ended up looking more sleeker and had blue highlights and a long protrusion in the back that looked like a tail, the wind shield looked similar to XLR8's visor "I call this acceleration mode". 

Ben shifted gears, the next configuration added another pair of tires, it became bulkier and red the tires also changed to look like something similar to a monster truck, it gained another pair of head lights with a black stripe down the hood's middle, "this ones called tank mode". 

Another shift of gears and the car became bulky again, this time with yellow armor and two twin drills on the side with the windshield looking like black slits, like Armadrillo's helmet, "tunnel mode". 

The car shifted forms again this time to gain large wings, the back having a tail, the top of the wings were red while the bottom was yellow, there was a crest in the middle of the windshield that looked similar to Jetray's, "aerodynamic mode". 

And the last configuration looked tapered, the back was black with green lines lined on it that ended in a green fish like tail, the front was a pale green with green find on top, the windshield had a purple tint, the sides had to green fins, same green as the dorsal and tail fins, a large angler fish like light at the front and front front could open and close like a mouth with razor sharp teeth, "and last but not least aqua mode". 

Everyone was impressed with Ben's car, "wait then what powers it?" Levy asked, "yeah since you don't come from our world how does your vehicles get powered?" Lucy asked. 

Erza nodded, "well vehicle and just about any machine from my world can be powered by all kinds of sources" Ben answered. "My car happens to be powered by an alien anergy source" he transformed the car back into its original form and popped the hood, "this is an artificial megawatt battery along with a contained dwarf star" he said using feed back' hands to safely grab both energy sources with out being shocked. 

One looked like a megawatt but more like a car battery, the other was a ball of energy, "amazing" Romeo said. They resumed with the interior furniture, Ben decided to park his car in the garage so no one would get any funny ideas.

After they had unpacked everything Mira and Erza decided to handle the interior decorating. "Hey Ben what's in that duffle bag?" Mira asked, "oh just a few things from my world" Ben answered. 

He pulled out a few changes of clothes, a game system, snacks, a cardboard box, and a photo album, "what's in the box?" Macao asked. 

Ben opened it to reveal souvenirs of his past adventures, "these are all things I collected to remember my adventures" Ben said as he picked up a piece Animo's transmodulator. 

"This belonged to one of my bad guys named dr. Animo, a mad scientists who does horrible experiments on animals to mutate them or change them to turn them into monsters" Mira gasped at the very thought due to her being a take over wizard. 

Ben then pulled out a diamond shard, "this belonged to a friend of mine named Tetrax, an alien, I can actually turn into his race, they're completely made of diamond" he said. 

The next item Ben grabbed was a watch, "and this is a watch used by a tiny hypnotist to force people to rob stores" he said putting it back. "I'll show everyone else more at the guild, oh hey pictures of me in my alien forms" Ben then pulled out pictures of himself in various alien transformations. 

"Wow those were what all of your transformations looked like?" Levy asked, "we've only seen you in one form but you switch out you body parts for different forms" Romeo said. 

"I'm impressed Ben you have had quite a history" Erza said as she picked up the photo album, "what might ask is this?" She asked, "oh that's a photo album of the summer I went with grandpa, my adventures then and after" he said flipping through the fun times on pages. 

He then started to tear a little knowing that the family he knew was now gone, "Ben I'm sorry you lost your family" Lucy said, that seemed to cheer him up a little. 

Erza stepped in and slammed his head into her breastplate to sympathize him, which made him blush, "I am also sorry no one should every have to live through that" she said. 

The rest of them worked a little while longer until Macao had to bring Romeo home, Lucy and Levy were starting to get tired so they headed home as well. Mira had to get back to work and Cana really needed to drink, "well I guess it's just you and me Erza" Ben said. 

An hour later both had finished, Erza questioned why Ben needed their help, "well I wanted you guys to know more about me" he answered. 

She smiled, now she knew how he was like and his history, unfortunately it rained pretty hard during the night that it flooded all the streets. 

"This maybe a problem" Ben said, "no worries I'll just re quip into my giant armor and..." Erza'a sentence was cut short by a very strong wind pushing her back into the house. 

She backpedaled right into Ben and the two fell, "okay maybe you were right about it being a problem" she admitted to the teen hero. 

"Maybe you should stay here tonight so you don't catch a cold" Ben said, "very well", Ben had lead the Titania to the guest bedroom, only to forget he didn't buy a mattress for the bed yet. 

"Oh maybe you should sleep in my room, I'll sleep on the couch" he said until Erza grabbed his wrist, "huh" he chirped. 

"Unacceptable, I am quite comfortable sleeping in the same room as a man" she said, this really caught Ben off guard, "d-d-d-do you mean the same bed to? Because I'm fine on the floor" Ben tried to find a way out of this but Erza intervened.

"No I'm perfectly fine with sleeping in the same bed as you, end of discussion" she said, the two were fast asleep a few minutes later. Well Erza was, Ben was freaking out, 'keep calm Tennyson she's only your guild mate, sure you find her attractive but still, YIPE' He yelled inwardly. 

As Erza started to toss and turn, her elbow ended up on his chest the her hand got him hard on the nose and forehead. 

The next morning the Titania woke up to a start, she opened her eyes to see herself hugging an unconscious Ben, who also had his arm around her shoulder. 'What the heck, how did this happen, well I guess it is all my fault this happened' she thought, at that moment Ben started to stir. 

He seemed to pull himself closer to Erza, 'okay I really messed this up, although I must admit this does feel nice, ack, knock it off scarlet' she scolded. 

She managed to slip out of Ben's grasp, the latter now tossing and turning then fell off the bed. 

"Ouch" he groaned as he picked himself up, "oh hey morning Erza, (yawn) looks like the flood's gone now, let's head to the guild shall we?" Ben asked . "Yes let's" Erza answered, they both walked to the guild noticing a few people were laughing they're guts out. 

As they both entered the guild a few members started to talk funny, "give me my body back Natsu" Natsu said to Grey, "not till you give me my body first" Grey said to Natsu. 

"Uh what's going on here?" Both Ben and Erza asked, "oh hey you two as it turns out Natsu tried to find a job and suffered the consequence" Lucy said. 

"He found a job for translating and accidentally got his and Grey's bodies swapped, and a few others as well" she added pointing over to Jet and Droy, Elfmen and Makorov, and finally Happy and Loke. 

"I'm actually glad you asked us to help out other wise we'd have out bodies swapped to", Ben couldn't help but laugh at the hilarious scene, "Now they know how I felt when I switched bodies with my cousin Gwen" he said. 

They finally sorted it out but just to make sure Ben used diamond head's power to grow thick diamonds from the ground so when they switched back it wouldn't affect them, luckily it worked. 

The rest of the day Ben showed them all the souvenirs from his past adventures and decided to add more from his current adventures.


	8. Chapter 7: Phantom Lord

Evening time, Ben and his team (composed of Lucy, Erza, Natsu and Grey) were on their way back from a successful mission. 

"That went off without a hitch" Ben said as they walked back to the guild, "oh and uh, sorry Lucy I knew that you wanted to do this as a solo mission" he apologized. 

"Uh don't worry Ben, it's okay" Lucy reassured him, "okay but believe me those two wanted to tag along both me and Erza tried to stop them but they both roped us into it" Ben responded. The red haired mage nodded in agreement, "on the bright side though we got our reward" Natsu boasted, "true enough" Grey added, "dude your clothes" Ben said.

The ice mage panicked in reaction, on their way back people who passed by gave them looks of pity, "I've got a bad feeling right now" Ben said, "yeah same here" Lucy added. "Indeed" Erza said, the pyromaniac and the ice stripper just went at it with each other. 

As they arrived at the guild , the place was in shambles, "whoa what happened here? Who did this?" Natsu asked until a small figure popped its head out from behind the bar counter. 

"Phantom" the figure who turned out to be Master Makorov said, "Phantom?" Ben said confused, "the phantom lord guild" Mirajane said. 

"We've had some bad history in the past, but they never did this before" she added, Makorov jumped on the bar counter and sat cross legged, "at least no one was hurt that was the good part they attacked when no one was here" he said. 

"They attacked after everyone left" Mira said, Ben sighed in relief "well that's good, at least no one was hurt" he said, "indeed, a safe move but unwise" Erza said, Natsu got on a table and let out a big shout.

"THOSE PHANTOM JERKS ARE GONNA GET THEIR'S, LETS KICK THEIR BUTTS FOR WHAT THEY DID TO OUR GUILD' he yelled. "Not wise Natsu" Ben said holding the pyromaniac back using Wild Vine's tendrils, "what why not?" He asked trying to escape but every time he tried Ben always counteracts it with either Big Chill or Arctiguana's powers. 

He gave a sigh of annoyance, "well for one, Mira told that one of the rules between guilds was that you're not supposed to go into war" Ben said. 

Both Erza and Mira nodded confirming what he said. He then shot his fire breathing friend a very terrifying smile, "two, if you try anything to start a war you are gonna have a chat with me in Cannonbolt mode" he threatened immediately he backed off not wanting to be on the receiving end of that alien power. 

The shapeshifter then let him down and turned his attention to the damaged guild hall, "as for the guild I think I can repair this just give me a sec" he said turning into Omni and multiplying himself by 10. 

They spread throughout the guild and sprouted Clockwork's clock key from their heads, "well here goes nothing" they all said in unison, their keys all started turning counter clockwise. 

The guild was bathed in emerald green energy, while spinning time reversed around the guild and everything started to go back to its original state, a second later the guild hall and building itself was back to normal. 

"There all done" Ben said as he reconstituted himself and turned back, at that moment everyone was awe struck at how fast he fixed the guild, Master Makorov leapt at him and gave him a hug in appreciation.

"I knew it was a good move to let you join the guild I just knew it" he said, the teen hero felt uncomfortable in this position, both Mira and Erza took notice and pried the dwarf elder of him. 

"Thanks, oh and before I forget, to make sure the guild stay's that way" Ben said as he used Diamond Heads power to grow multiple diamond shards from the ground to act as a barrier and then formed a large dome over the guild.

"Let's see em get passed solid diamond" he said, Erza smiled at her team mate, "I must say Ben, you never cease to amaze" she said. 

He smirked, "believe me Erza none of you have seen anything yet", later on Ben headed back to his house to put up some security to make sure no Phantom lord scum tried to mess with his new home. 

After Ben had finished putting up security he felt an armored hand grip his shoulder, he turned around to see Erza, "oh hey Erza is there something you wanted to talk about?" He asked.

"I want you to accompany me to Lucy's house, Master Makorov said that there may be Phantom lord wizards still in Magnolia" she said, "Mira said it would be wise to stay together". 

Ben agreed with Erza's logic and thanked her for not telling Natsu, Grey or Happy about his new house considering he didn't want anyone rummaging through his stuff. 

As they approached Lucy's house Ben told Erza not to go inside until she arrived, it was indeed rude to enter ones abode with out permission. 

Erza agreed with Ben and waited outside with him, later on Lucy returned to her house carrying a tiny snowman in her arms.

"Hey Lucy is that a spirit of your's" Ben asked. "Yeah the little dog Nikola" She said, "your the cutest celestial spirit ever right Plue" she cuddled the snowman, "thought his name was Nikola, guess you can name a few of them, nice to meet you Plue" Ben said. 

The tiny snowman shivered in excitement in the presence of Ben Tennyson, "wait why are you both here though?" Lucy asked.

"Master Makorov and Mira said that it would be wise to stay together on account that Phantom Lord members may still be around, not to mention find out where we live, so we'll stick together in numbers" both said in unison.

"Oh I guess that's okay" Lucy said unlocking the door to her house, as they entered they caught sight of Natsu Grey and Happy sitting in her living room, the second former stripped to his skivvies.

"INTRUDER ALERT" Lucy yelled proceeding to beat the hell out of them, "get out you three, stop eating my food, No stripping in my house buddy, claws off the wall cat" she yelled knocking them all on the floor. 

"Hey what was that for?" They all asked, Natsu then said that they'd also stay with Lucy for safety also, the latter was reluctant but agreed, a while later they were at it again. 

Happy was digging through her dirty laundry and showed some of her underwear to Erza, Natsu was wolfing down her snack stash with Plue, and Grey proceeded to sleep on her bed in his undies.

"I can't believe you'd actually wear something like this Lucy" Erza said observing her choice of lingerie. Ben however decided to be a good guest and knock some sense into the others.

"Grey that isn't even your bed, and put your clothes on" he said knocking the Ice mage off the bed.

"Same goes for you Natsu, don't go eating other people's snacks, at least ask for permission before eating and don't wolf it down" he yelled before kicking the pink haired dunderhead in the rear.

"Happy its very rude to look at a woman's personal affects so knock it off" Ben then slapped the back of the cats head and threw him away from the hamper, he turned his attention to Erza but turned away to avoid seeing Lucy's underwear.

"Uh Erza you should stop to, its kind of considered an invasion of privacy to do that" Ben said blushing, Erza did as requested and put the undergarments back in her drawer. 

"Geeze you guys took this make yourselves at home thing way to far, aside from you Ben thanks for knocking some sense into them" Lucy said, he smiled in appreciation, "no problem, over the years I've learned to respect the privacy of others, especially girls" Ben said. 

Erza then spoke up, "there still is a serious matter to attend to" she said, "you boys' hygiene, I refuse to sleep in a room that smells like sweat", Ben discretely took a wiff of his underarms and winced. 

"Okay I guess I do need a bath, not going lie I'm not as fresh as a flower" He said sheepishly rubbing his head, "ahhh I don't want to take a bath" Natsu complained, "I already got into bed" Grey added.

"Enough you are all taking a bath, since you admitted first You are going first Ben" Erza said dragging him along. 

"Wait why're you dragging me?" He asked but his question fell on deaf ears, "I'm taking a bath with you, Lucy give me a hand here" both were shocked at what she had said.

"Wait why me and why're you taking one with Ben?" Lucy exclaimed, Erza smirked "I'm quite comfortable bathing with male members of fairy tail, ask Natsu and Grey, we bathed together when we were kids" she said. 

"Wait what" Ben yelled, "what kind of relationship do you guys have?" Lucy exclaimed, "now help me out here" Erza demanded, "yes ma'am". 

They both dragged Ben to the bathroom, "now strip" Erza's voice said, "with you and Lucy in here?" Ben's voice responded, "wait Erza what are you doing?" Lucy's voice said. "Getting ready to bathe, now it's your turn" Erza's voice responded, "wait Erza stop it get your hands off my pants, and shirt, ouch" Ben's voice yelped, "stubborn little thing" Erza said signifying that she was trying to remove the Omnitrix from Ben's chest.

"Stop it already it isn't gonna come off, and hey hands off my underwear" Ben's voice said. "Yikes Ahhh!" Lucy's voice rang, "Lucy stop drooling" Erza's voice said which sounded like she was mouth deep in water, "your one too talk I'm getting out of here" Lucy's voice said as she came out of the bathroom really red. "Well now that she's gone" Erza's voice said, "wait hold on a sec, ahh somebody help me" Ben's voice yelled before two audible splashes rang from the bathroom.

A few minutes later Ben walked out of the bathroom completely red, Erza followed after with a smile on her face. 

"So how was it like bathing with Erza" Lucy asked, "I feel either scared or excited" Ben whispered to the blonde, her face was red as well. 

They conversed about the issue with the Phantom lord, so far Natsu was the one who argued most. All at the same time they tried to get a sneak peek at a story Lucy had written. 

She refused to let anyone see it besides Levy, Ben was curious as to why but shrugged it off and managed to get the rest to stop badgering her about it. 

They all went to sleep an hour later, Ben decided to make a hammock for himself out of SpiderMonkey's webs, "ah this is more like it" he said. 

Until Erza snuck into his hammock, "in Erza, why're you sleeping with me again?" Ben whispered to his red haired sleeping companion, "Considering Lucy has full control over the house, she automatically has claim over the bed" she explained. 

"Natsu, Grey and Happy have already taken the living room couches, this was the only viable option" Erza then closed her eyes and started to fall asleep. 

"Now please be a dear and try not to move around a lot I'm a sensitive sleeper" she said, 'oh why me' Ben thought then proceeded to sleep as well, both were in a deep sleep, now neither has control over their bodies during slumber. 

Both tossed and turned in the hammock until they found a comfortable position to sleep in, and slept easy. 

The next morning Ben woke up and found himself in an awkward position, the positions both had fallen asleep in we're both hugging each other, his face started to blush from being an inch from Erza. 

The red haired girl started to stir in Her sleep very close to walking up, "oh no" Ben said silently as Erza pulled him closer to her face and gave him a little peck on the cheek, which made him blush. 

He then used Goop's powers to slip out of the hammock, "way to close, now to guard the guild" Ben said, "but not before waiting for the rest because it would be rude to wake them up or go without them". 

They all went to the guild later on only to find team shadow gear bound to the wall severely injured by iron bars, "LEVY" Lucy screamed at the sight of her friend. 

"I'll get them down" Ben said transforming his arms into Loadstar's and removed the iron from the Wizards, then used Gravattack's powers to safely levitate them down. 

Master Makorov then came into view extremely angry. "Now those Phantom lord scum have done it" he said menacingly, "it's one thing to trash our guild hall, but it's truly another thing to hurt one of my children, all of you get ready" he said before growing to a monstrous size.

"We're going to war" under normal circumstances Ben would be against this, but because they hurt one of his teammates and after losing his family, Ben was determined to do what ever it took to fight back.

An hour later the fairy tail guild charged into the Phantom lord guild's headquarters they all fought hard.

Ben, as Omni, used Arctiguana's ice powers to freeze all the Wizards then bashed them with the combined strength of his heavy hitters. "Shattered are we?" He asked. A few more phantom members came from behind. But Ben grew multiple green eyes on his back.

"Peek-a-boo I see you" Ben quipped as he blasted them with several eye blasts. "I bet your seeing stars" he quipped. "Am I right?".

(I am the master of eye puns!)

"Uh oh buddy, looks like your surrounded" one phantom lord member said as they were right. Tons of Phantom lord members have surrounded Ben. "Oh no what ever shall I do?" Ben asked sarcastically.

Omni then used Ditto's powers to multiply himself by fifty. As for how many Phantom lord members were around him before. Only twenty, so it's pretty obvious who has the upper hand now.

"Oh yeah that" Ben said as all of him used used Gutrot's gasses to distract them. And when they weren't looking Omni used Swampfire's powers to trap them all in plants. Which released a large amount of methane.

"Now let's light this candle" the alien quipped. Ben then made small spark and, BOOM! All those who surrounded him got blown to kingdom come. "Ha, now that's what I call explosive".

After he was done with them he helped Natsu with the Phantom lord's own dragon slayer Black steel, Gajeel Redfox. "So your the guy responsible for fixing my work at your guild huh?" The iron skinned man said. "Well get ready because I'm gonna stick these iron beams into you and they ain't gonna come out" as Gajeel charged at Ben, the latter went full Omni and grabbed his arm, then took a bite out of it. 

"Hey ow, let go only I can eat iron around here buddy" the dragon slayer said, But the shapeshifter didn't listen and blasted him with Eatle's laser, "take that black steel" he said before cocking his fist back, "and this". 

Ben's arm then became Atomix's "HAA MEE NA, HAA MEE NA, HAA MEE NA, HAA MEE NA, HAA MEE NA, HAA MEE NA, HAA MEE NA FUSION CUISINE" he then unleashed a blast of energy that knocked him back. 

"I'll finish this off" Makorlv said climbing to the top of the guild, but fell back down an hour later after getting his magic energy drained. 

They all made a temporary retreat until Ben caught sight of Natsu and happy interrogating one of the Phantom lord members.

"What are you two doing" he asked the blue cat and fire breather, "THEY'VE GOT LUCY!" Both said, Ben's eyes widened, "okay then how 'bout you tell us where she is or else I'll have to get it out of you" Ben said. 

He turned his head into the helmet covered Toe pick's "okay you two you may want to turn around (inhal,exhale) this ain't gonna be pretty" he said opening his face plate. 

The two didn't listen and got a full view of the horrifying face, "AHHH OKAY I'LL TALK I'LL TALK SHE'S IN THE JAIL CELLS IN THE UPPER TOWER" the Phantom wizard said. "Now was it so hard to say that, and was it hard to look away" he asked all three, Ben had gave a lift to Natsu and Happy to get to the upper jail cells they successfully grabbed Lucy and escaped. 

It had then been revealed that Lucy was from an extremely wealthy family and her father sent Phantom lord to retrieve her, she explained to them that he didn't care one bit for her. 

A giant castle then appeared at the far side of Lake Sciliora was a giant castle standing on eight mechanical spider like legs. "That looks bad, but I might have a way to fight it" Ben said turning into Omni, "but to do it I'll need some help" he said. 

Natsu, Grey, Erza and Lucy volunteered "good now don't freak out you'll get used to the new bodies after a while" Ben said before launching small Patches at them with the Omnitrix symbol on them.

"Uh what are these?" Grey asked pointing to his, "I'll explain later right now fallow me" Ben said once at a safe range Ben emitted a short flash of emerald light and began to grow. 

At first they thought it was his normally seen Humungosaur seventy feet, but this time he grew to over a thousand, and he red and black grew fin like protrusions on his head, forearms and shoulders. "Let's see how they take me on in WAY BIG mode" he said, Ben then activated the patches on his team mates which transformed them into their versions of Way Big. 

"Whoa I'm freaking Huge" way big Natsu said, "Definitely" way big Grey said, "hey wait a sec are we Naked?" Way big Lucy asked, "enough let's get to work" way big Erza said. 

They all followed Ben's Lead and crossed their arms in front of their bodies in the shape of an X, then blasted the cosmic energy that accumulated around their arms. 

Right when Phantom Lord blasted their Jupiter Cannon their blasts collided and shot right through the Phantom lord's castle, "I'll turn you back now get to the castle I'll meet up with you later" Ben said as he turned them back caught them and threw them towards the castle.

Once Ben had gotten to the tower he punched through the roof and made a big hole to get to the guild's leader Jose faster.

The others and a few more made it earlier and had their own battles. Before jumping in Ben ripped the Jupiter Cannon right out of the castle and stomped it into nothing but scrap metal, "Okay Jose, time for you to see what Ben Tennyson is really made of". 

As Ben jumped in he met up with Erza who was fighting the evil mage, "Look out below" he yelled as he slammed right into Jose's face. 

"Hey Erza miss me?" Ben asked, "right now more than you think" she said, "so your that take over mage everyone was talking about no matter I'll take you down like I did to your master" Jose said. 

Jose sent multiple blasts of dark magic towards them. Ben used Upchuck's powers and ate them. Then sent them back to sender, Erza then charged at Jose and re quipped into her Blackwing armo and swung her swords at her.

She missed and swatted her back. Ben caught sight and increased her size to humongousaur proportions. "You're gonna pay for that" he said as he sent a flurry of attacks towards the dark guild master. 

Unfortunately he managed to survive the blast even though they hit him. He was luckily weakened by the attack. Ben tried Atomix's power and sent him an energy ball to the face. Jose got knocked back but got back up again.

"Ready to give up yet?" The evil mage asked, "not a chance in your life" Ben retorted. 'I have to think of another way, none of my normal forms powers have been able to beat him' than an idea hit him like a sack of taydenite.

"An idea just hatched in my mind, Never tried it before but her goes nothing, time to go ULTIMATE" Ben slammed the Omnitrix face plate. Four prongs stuck out and he was enveloped in a bright green light, Omni's body became more bulky, his fingers turned into giant claws and on each hand was two claw blades. He grew dragon like wings on his back and a second pair of eyes. His skin gained a more purplish color. His hair also turned into flames.

 **Name: Ultimate Omni**

 **Species: hyper evolved Omnisapian**

 **Description: a much evolved version of Omni. The newly updated version of the Omnitrix is equipped with a hyper evolution function. It puts the different alien DNA through a simulation of millions of years through the worst case scenario. This intern hyper evolves Ben's transformations into more combat efficient creatures. Ultimate Omni is now purple and the symbols around his body have changed to that of the ultimate symbol. He has also developed wings, two sharp Rath like claw blades, and a second pair of eyes. His hair have also become Pyronite flames.**

 **Powers: Ultimate Omni like his original wields the power of all of Ben's aliens both normal and Ultimate. However his shapeshifting ability is now gone because he doesn't need it. This evolved version only needs to transform a little in order to use all the alien Powers at full strength. Example would be Bloxx's segments or Wild Vine's veins design. In addition Ultimate Omni has developed characteristics that allow him to use mobility powers of aliens to move as fast as they do. Examples of those are his extended legs to move at XLR8's speed and his wings to fly at Astrodactyl or Jet ray speeds.**

 **Notable facts: it would be wise to note that Ben has never used this before he entered this world. He originally thought he didn't need it due to the fact that normal Omni could use the powers of both Normal and Ultimate aliens. It was in the dire situation that made Ben think to use this transformation.**

"ULTIMATE OMNI" he shouted in his new form, "let's see how you like taking on the powers of ultimate aliens" Ben then curled into a ball like shape lined with multiple spikes and launched himself at Jose. He continuously bounced off the walls, after a while he returned to normal shape and launched blue gooey pods at the mage that exploded into azure flames, "though you are powerful it'll take a lot more than that to take me down" he said. 

That is until Erza sneaked up behind him in her Giant armor and got him in the back with her spear of Ha Ja, Ultimate Omni then sent a flurry of missiles toward Jose and slammed him into the floor. 

It revealed a fight between Natsu and Gajeel, the former out of fire fuel, "Don't worry Natsu here's some fire for yah" Ben yelled as he unleashed an extremely powerful Torrent of Fire towards Natsu and replenished his fire energy.

Jose took advantage and attempted to attack Ben, before any of them could react a pink force field formed in front of Jose and knocks him back.

"A mana force field" Ben said, "but the only way for that to exist... is..." Ben turned his head to see two glowing pink orbs and pink glowing eyes, as the dust over that area cleared it revealed his cousin Gwen, friend Kevin, Partner Rook and super Fan Jimmy.

"No... no way" Ben stammered "hey Tennyson guess what back from the dead" Kevin said jokingly, Ben was overjoyed that they were alive but kinda irritated that Kevin made that Joke.

Ultimate Omni's four eyes widened, his cousin, best friend, former teammate, and super fan were standing right there alive. "Hey Tennyson, bet your glad to see us" Kevin said, however Ben caught sight of Jose, leader of the Phantom lord guild, speeding right towards them. "Considering your state right now I think destroying them may give me the upper hand" the dark mage shouted, Ben felt enraged by what he said and used Alien X's powers to teleport in front of him. "DON'T EVEN THINK ABOUT IT" the alien roared, Ben the blasted him with Ultimate Way Big's cosmic energy blast. Which sent the dark mage careering back, at that moment a fully recovered Master Makorov jumped into the fight, "whoa gramps talk about back in action" Ben commented. "Master your okay" Erza said upon sight, "all of you get out now, believe me this isn't going to look pretty" he said, all did as complied, Ben grew to ninety feet and grabbed all of his original friends in his giant hands.

"Hey Ben what do you think your doing?" Gwen asked, "indeed I must ask Ben, aren't you usually the one who has the irrational impulses and doesn't listen" Rook added, "that was the old me, plus Gramps there knows what he's talking about" Ben responded. Once they got out a bright flash of light emitted from the Phantom lord castle, "whoa what it that" Ultimate Omni asked, "that is a spell called Fairy Law" Erza answered the hyper evolved omnisapian. "An powerful spell which vanquishes all evil the user casts it upon" all of them looked at the spectacle in awe, after the light had dimmed Master Makorov had come into view. 

The dwarf elder stood high and mighty displaying all of his strength, "nice job, all of you, without any of you this victory would have never been possible" he said. Ben smirked, knowing he was part of a strong team and family, and now a few members of his old family had returned to him. "So Ben are you going to introduce us to your friends here" Makorov gestured to Gwen, Kevin, Rook and Jimmy, "oh sure, wait first you've got to explain to me how are you all still alive?" He said to his friends. "You see Ben this was Paradox's doing, he found our graves and revived us, as you must know he was weak at the time so his powers are currently limited to healing four people and an alien dog" Gwen explained right when Kevin's dog Zed jumped onto Ben out of nowhere. 

"Hey hey stop it already you crazy mutt that tickles" Ben exclaimed as Zed licked his face, "ew okay okay it's good to see you to zed" he said petting her head. "So are you going to introduce us?" Erza said to her shapeshifting guild mate, "oh yeah sorry, any way this is..." Ben had introduced his friends to the guild as they walked back, unfortunately a dark spell was used to destroy the guild hall. "Oh that has got to suck" Kevin commented about the wrecked guild hall, "I agree with you Kevin, the overall appearance would suggest that it would, suck, one might even say that it blows" Rook responded. 

"Well if you want I can use clockwork's time powers again?" Ben offered but the old man declined, "Sorry Ben, but I think it's time for a change around here" he said with a smile.


	9. Chapter 8: Smoothie Mayhem

The next day the entire guild proceeded to fix their guild hall, everyone had worked double time Ben had used his powers to multiply himself by twenty and got to work. 

"So that's basically how we got here" Gwen said to Ben's guild mates, they had all became members after they arrived. 

At the moment the shapeshifter was currently tying two wooden posts together using spider monkey's silk, "okay that should hold" he said giving a thumbs up. Makorov then let go of the horizontal post "thanks Ben" he said. 

The latter walked to another area, "huh kinda hungry, hey Wakaba, Macao is there any debris we need to get rid of?" He asked. "Uh yeah over there why?" Macao said, Ben then grinned hungrily then used upchuck and Eatle's powers to eat the leftover rubble, after which he burped loudly and released a large green cloud. 

"Whoa what was that some sort of monster?" Lucy exclaimed, Cana looked up from her drink and looked around, "whatever the hell it was it sure was loud" she commented, "whoa that is one nasty stink" Natsu said gagging over the smell. 

"If I know that smell anywhere, (sniff) (sniff) that has to be the gastrointestinal emissions of a gourmond" Rook said, "a what cat boy?" Elfmen asked.

"An alien life form, Ben used to turn into one he named Upchuck" Kevin said. "Whoa and if I knew that smell I can tell Ben let that out" Gwen said fanning away the green gas, "yeah sorry about that I kinda got hungry and ate the leftover debris we didn't need" Ben chuckled. 

"I know what you mean, I'm starving" Grey complained, all of a sudden a stream of water hit Natsu in the head and walloped Grey after, "oh man, I'm soaked" the pyromaniac complained. 

"Ow my head" Grey said, Ben took notice of what hit them which was a small pink lunch box, "I think that's a lunchbox" he said using Loadstar'a magnetic power to lift it up, "well what are we waiting for open it up" Natsu said. 

Grey grabbed and opened it only to reveal that the food inside was arranged in the shape of his face, "whoa your face is edible" Happy said out of nowhere.

"I can't eat this it's too weird" the stripper said, he was now in his underpants.

"I'm full so you can have it" Ben said, the fire breather volunteered to take it off his hands until Erza showed up and whacked them, minus Ben who ducked when she swung, in the head with a large piece of wood. 

"Who said you could take a lunch break?" She yelled, "hey is that supposed to be your face made out of veggies?" She asked looking at the lunchbox, Erza then stabbed a fork into food Grey's cheek which made the real Grey tremble in agony.

"Huh it's good" Erza said, Ben sighed in despair, "hey is anything wrong Ben?" Erza asked he brunette friend, "well other than being dragged off to be interrogated by the magic council, which was really annoying, now I have to deal with my new guests" he said.

"I thought you loved your family" Erza responded, "we thought you looked happy to see us" Kevin said, "believe me I am, but I kinda don't have much room in my house to let you stay" Ben explained. 

"Don't worry cuz" Gwen said popping her head out from behind Kevin, "we'll only stay at your place for a little while and then we'll go on some jobs to get enough money to buy our own houses" she explained. 

"Indeed if I am going to live in this world I'd rather live in my own place of residence" Rook said, "you don't mind if I bunk with you right" Jimmy asked the revonnahgander.

"Really I had thought you'd rather room with Ben" he replied. "Yeah but he seems to want his personal space right now and I'm willing to let him have some" the kid said.

"I think I'll work on a project when I get home" Ben muttered, Rook was the only one who caught that and got curious.

The day after Ben was walking to the guild carrying a large cube shaped object covered by a tarp, "wait until they see this" he said. 

His temporary house guests were curious as to what he was carrying, they asked him but he said he didn't want to spoil the surprise to the guild. 

"Oh so that is what it is, you've brought your favorite dink to this world now" Rook said seeing the machine as the tarp flipped a little. 

"Spoil it and you'll be facing toe pick" Ben threatened which made the revonnahgander back off. When they got to the guild everyone was too busy to notice Ben carry in the machine. 

When they got to the counter Mira was the only one who took notice, "hey Ben what's that thing you just carried in" she asked, "just a little project I was working on" he responded. 

Ben then went Omni and shrank down and entered the machine, "just need to make sure everything is in working order" he said sifting around muttering things in techno gibberish. 

"Hey Mira, Hey Gwen" Lucy said as the rest of her team walked in, "hi you five, what'll it be?" The white haired maiden asked, though Lucy's attention was drawn towards the cubist object Ben had brought in. 

"Say Mira what's that thing under the cloth?" Grey asked,"That thing just a project Tennyson was working on" Kevin said, "oh he's here where is he" Erza asked. 

Happy' curiosity got the best of him and he accidentally activated the machine. 

With which a motor sound rang from along with agonizing painful screaming, "BEN" Rook exclaimed as he grabbed the tarp and removed it only to see his friend being shredded into green slime.

"Ahhhh who turned on the machine help" the small alien screamed until he was nothing but liquid.

Gwen grabbed the glass where Ben was in and poured her cousin into the floor, the slime started to reconstitute itself back into Omni who promptly turned back into his normal self. 

"Ouch, okay who's the idiot who turned me into alien berry medley" He said angrily, everyone pointed to happy "uh oh" the poor cat chirped, "happy mind if I speak to to you in private" Ben said very sinisterly with narrow eyes and a dark aura. 

"AHH NO THANK YOU" happy squealed running away only to be caught in spider monkey's web, "he got me" he cried, an hour later happy was pale white and dizzily walking. 

"Sorry Ben" he said, Ben sheepishly scratched his head, "oops might have went overboard with the scare" he said before explaining what he brought to the guild.

"So what is this thing exactly" Romeo asked, "a smoothie maker, remember that drink I told you about, the one I really like? Well since my world is now gone I decided to make my own" Ben said. 

He then pulled a lever that poured a pinkish liquid into a glass which Mira had washed for him after being turned into a smoothie himself. 

He then handed it to Erza, "here Erza, you can be the first person in Fiore, no make that earthland to ever drink a smoothie" he said. "Um Ben I'm not sure" she responded until the shapeshifter cut her off with, "its strawberry flavored". 

Due to her weakness for strawberries the scarlet haired mage drank the smoothie, "well" Ben asked, "its" she stammered, "its so good" she squealed. 

Everyone was dumbfounded by Titania's uncharacteristic reaction, "I talk about weird" Natsu said, "yeah we've never seen Erza so..." Lucy said until Grey had finished her sentence "cheery?" He asked "yeah that" both said. 

"Uh Erza" Ben said concerned, "you may want to stop unless you want to get a..." he was cut off by a pained screech, "AHH... my head why does it feel like it's going to... ouch explode" she's asked poking her temples. 

"Yeah that would be the brain freeze, and before you ask no her brain is not frozen it's just the name of a headache from drinking to much of a cold drink" Ben said.

A little while later the rest of the guild had some smoothies, now they understood why Ben loved them so much, "man it's been too long since I had one" Kevin said. 

Ben shot his matter absorbing friend a confused look, "what if you haven't forgotten Tennyson we were dead for a few weeks, we're starving for crying out loud" Kevin said. 

"Oh yeah that's right sorry" Ben said, Kevin's dog Zed ran into the guild, "hey girl, where've you been?" Kevin said petting the alien dog on the head. 

"I'm still having trouble seeing how that's a dog" Mira said, "if you haven't forgotten she's an alien dog" Gwen said, Rook then walked over to the bar counter looking like he was going to puke. 

"Hey bud are you okay?" Ben asked his cat friend, "unfortunately I think not" he said, "I think it was that drink I had with that woman Cana" Rook then sat down, "let me guess Cana challenged you to a drink off didn't she?" Ben said with a smirk. 

"Yes I think that is what she said", "dude Cana is Fairy tail's heaviest drinker, I saw her drink a whole barrel of alcohol straight from the barrel itself" Ben said right when the brunette in question boasted in victory, "you bet I am, ha ha" Cana laughed. 

Gwen and Kevin sweat dropped, "also thanks for showing me how it works Ben" Mira said, the shapeshifter had taught the waitress how to work the smoothie maker, it had two different Lacrima in it, one that increased the amount of liquid in the machine and one that kept it fresh and cold. "So mind teaching me how to work this thing?" Natsu said banging on the machine, "hey cut that out you pink haired pyromaniac, I worked hard to build that thing" Ben yelled. 

Grey had also approached the machine pressing a few buttons, "I'm also curious by how this works" he said, the ice mage had taken his shirt off, "GRAY KEEP YOUR CLOTHES ON" Ben yelled covering Gwen's eyes. 

"Would you two cut it out your going to break it" Lucy shouted, Erza was about to intervene until Happy fell on a button that made the machine flood the guild with multiple smoothie flavors. 

Everyone poked there heads out from the giant smoothie, "ah man now look at what you two did, you flooded the entire guild" Ben shouted, "YOU'RE GOING TO PAY FOR THAT" Erza yelled bursting out of the top. 

"Whoever finishes cleaning the guild hall first gets the week off" Jimmy yelled, all the guild members started eating the large mess Ben was successful in eating large portions of the dessert. 

By the end everyone was full, they were all tied so no one got the week off, "well on the bright side the guild hall's clean and the machine's not broken" Ben said. 

Later on everyone went home, all groaning from their full stomachs, "later Erza, see you tomorrow" Ben waved to his scarlet haired love interest, "you and the red head seem close, any reason for that?" Kevin asked which made Ben blush. 

"You like her don't you?" Gwen asked, Ben shrugged it off, "so what if I do, it's none of your business anyway" he said, "oh man Tennyson, if I wasn't dating your cousin I'd say you struck gold" Kevin said before his girlfriend punched him in the chin. 

"Ow, sorry dear" he apologized, "anyway Ben I think it's good that you got a new love interest, maybe this one won't run away" Gwen said "thanks cousin, believe me when I say that she's definitely like a rose, beautiful to look at but dangerous to the touch, Erza's an excellent fighter".


	10. Chapter 9: Ben vs Erza

It was a quiet evening in Magnolia, Ben was relaxing in the currently being repaired guild hall, his cousin, friend and old partner were currently out on jobs to earn some money to move out. 

"Now this is what I'm talking about, a quiet day nothing but sweet relax..." but the moment was ruined when Natsu showed up challenging him to a fight. 

"Forget what I said the moment's gone" the shapeshifter complained, "come on dude just fight me, I'm so bored" the dragon slayer whined. "Don't you have anything better to do than pester me, like I don't know sneak into an innocent girl's house and look through their stuff" Ben shot at them, they both bothered Ben enough for him to throw the first punch. 

"Alrigh... GAH, hey wait hold on a sec" Natsu said, unfortunately the angered alien caught him when he attempted the Fire Dragon Iron Fist with Snare-oh's bandages. 

"Now how about some gas in your face" he said using Gutrot's powers to spray sulfur-dioxide in the dragon slayer's face. 

"Oh man that reeks" he complained, "should've thought twice before fighting me, we both know what happened the last time you challenged me to a fight, maybe I should get my point through using Sevoflurane" Omni said blasting Natsu in the face with knockout gas.

Everyone wasn't to surprised to see Natsu get his butt kicked by Ben, but to get owned in under a second is a new record, "that should keep him down for a while" he said.

"So you did beat Natsu and did so in under a second" Erza said to the brunette, "impressive Ben" she said. 

"I aim to please" he said, "maybe you'd prefer more of a challenge" the red haired woman spoke up, she then pointed to Ben, "Ben I challenge you to a one on one fight" Erza said. Everyone was shocked, normally it's the other way around and someone challenges her to a fight, usually Natsu. 

"Two of Fairy tail's most strongest members duking it out" Grey commented, "this may get Messy". 

Jimmy popped his head out of no where "messy, THIS'LL BE AWESOME, BEN TENNYSON TAKING ON TITANIA ERZA, IV'E GOT TO SEE THIS". 

"Also your clothes" he mentioned, "Gahhhh", Ben agreed to the fight "very well we'll duel tomorrow and no later" Erza said, "Maybe Ben'll finally have his butt handed to him" Natsu said steadily recovering. 

"No one can beat Erza" he laughed, before he could sabotage the shapeshifter, the latter saw him coming and turned his head into that of Toe pick's then opened the faceplate, "AAAAHHHHHHHHHHH!!!!!!" The dragon slayer screamed in terror backing away.

"That must be one scary power" Lucy commented shivering, "it comes in handy" Ben admitted, "still scary though, I creep myself out".

The next day everyone gathered outside the guild hall until a man appeared who was the mayor of Magnolia's assistant, he said due to each combatant's strength they were forbidden to fight in the city. 

Erza had told him that they were actually going to fight somewhere else to avoid damage to the city, "smart move" Ben commented, Erza smiled. 

The poor assistant fainted upon hearing that, he went there just to say nothing at all, "let's drop him back at the mayor's office first" Ben said. 

Later on they had arrived in a large flat field, "nice battle field" Ben commented, "the battle shall begin shortly we have people placing votes" Makorov said. 

A large Majority voted for Erza including Natsu and Grey, a few bet on Ben being Makorov, Cana and Jimmy, "come on Ben you can do it" the super fan said. 

"Okay let the battle begin" the dwarf elder said, Ben went Omni and charged straight at Erza "a full on attack not wise" she said before re quipping into her giant armor and striking him only to see that Ben had disappeared. 

Using Chamalien's camouflage power he delivered two right hooks to Erza then used his tail to fling her into the sky. 

"Hey Erza" Ben yelled while flying up to her, "where I come from we sometimes say" at that moment Ben multiplied himself by fifty, "it's one for all and all for one". 

They all ganged up on Erza into a dog pile, but she knocked them all off, "test number one: strength check" one of the Omni clones said before they regrouped, "okay let's see how you handle my fire power" Ben said launching a torrent of flames at her. Erza then requipped into an Armor that was primarily dark red but also sported orange and black parts, with the first ones being shaped like flames and the second resembling the limbs of a Dragon. Her bright scarlet hair was tied into a pair of high, long pigtails. 

In her right hand was a long red, flaming sword, her flame empress armor, and had absorbed the fire, "now feel mine" she said throwing the fire back to Ben who used water hazard's powers to extinguishy the fire. 

"Test two: elemental powers check" Omni said, he then turned his legs into XLR8's and sped towards Erza delivering multiple strikes to her face and abdomen, clutching he side Erza then re-quipped into cheetah printed outfit with a large collar around her neck and a tail hanging from the back of her shorts, both made of bushy fur. On both sides of her head was a pair of large cheetah ears. In her hands was a pair of short swords with elaborate hand-guards similar to a rapier's, shaped like a rose's thorns, her flight armor, to match Ben's speed.

"Test TREE!" He ducked an incoming branch, ":speed check" he said. "I keep hearing Ben say test and check" Lucy pointed out, "what do you think it means?" Levy wondered, "let see if you can catch me up here?" The alien said growing Astrodactyl's wings and flying upwards. 

"Re-quip" Erza then transformed into a black amor, sporting some silver trimming. A distinctive feature of the armor is its pair of wings, which are reminiscent of those of a Dragon or a bat. Around Erza's neck is a neck guard decorated by several gems, and, while wearing this armor, her long scarlet hair is tied up in a high ponytail, with two bangs framing her face. Her large shoulderpads, each composed of two silver-edged plates one over the other, sport silver crosses on them too, and flank the high collar, whose shape is reminiscent of that of a dress. The silver-edged breastplate reveals a fair amount of Erza's cleavage and belly, with plates flanking her hips and reaching down to her very large waistguard, composed of very long, silver-edged plates shaped like feathers and decorated by silver crosses. The waistguard leaves the front of Erza's body exposed, with her groin being covered by a dark indument. The slim gauntlets come equipped with prominent protection for her hands, each sporting silver patterns. The plates guarding her legs are sliver-edged on her thighs and knees, but pitch black dark on her metal greaves, her black wing armor, and flew toward Ben, "test four: (squawk) flight, check" he said before blasting Erza with a laser then used energy whips to catch and sling her to the ground, her black wing armor and flew toward Ben, "test four: (squawk) flight, check" he said before blasting Erza with a laser then used energy whips to catch and sling her to the ground.

She steadily got up "overall durability test: check, only one option" Ben said turning his arms into Loadstar's, "I suggest you give up Erza" he said, "please what makes you think I'd give up now" she retorted.

Erza re-quipped into an Armor in which the upper part of this armor only consists of a small breastplate that is composed of feather-shaped plates pointing upwards with a large metal flower on the front which extends along her hips. Her biceps are covered by metal straps and her very large plated gauntlets sport feather-shaped plates at the edges.

Her waist is circled by large, decorated plates reminiscent of feathers that lie on a long skirt. She wears a pair of plated boots which is partially hidden under her skirt, each sporting metal ornaments shaped like wings. Erza also wears a neck guard made of feather-like plates and a tiara with prominent metal wings. The armor also sports two pairs of large metal wings which adorn Erza's back, composed of metal feathers which get longer and larger at the edges, her Heaven's wheel armor, and sent multiple swords to Ben, "I don't think so, better save my magnetism for later, maybe I should show her my orbituary" He said growing Gravattack's molten core and trapping her blades in his orbit and sent them back to sender, her Heaven's wheel armor and sent multiple swords to Ben, "I don't think so, better save my magnetism for later, maybe I should show her my orbituary" He said growing Gravattack's molten core and trapping her blades in his orbit and sent them back to sender.

"Now time to prove your attracted to me, magnetically attracted that is" Ben quipped using loadstar's powers to pull her towards him, "now how about I try your armor on for size" he said tearing small bits of her metal armor off using Gravattack's orbit to spin the metal around him and hawing Heatblast's fire power to melt it. 

Omni then gathered all the armor bits and swords, save for Erza's breastplate, above him and formed the melted metal into a large blob, "now to cool this off" he quipped using Water hazard's powers to spray water all over the blob to turn it into a giant silver ball.

"Now time for some bowling practice", Ben levitated himself into the air cocked his hand back along with the ball and launched it straight at Erza who at the moment was in a crater. 

The silver ball then ran over her and Ben proceeded to do this multiple times along with blast her with all his other powers now that she was out of commission and couldn't react. 

Later on all everyone could see was Ben still Omni lifting an unconscious Erza off the ground bridal style, she moaned a little, "I think you had enough" he said, 'I hated giving her those injuries, but that was her only weakness, plus she was the one who challenged me' Ben thought.

A few hours later everyone returned back from the guild from the little match the two adaptable fighters participated in. 

Though she had lost, Erza's respect for Ben grew, even more so to the point where she could consider him a love interest. 

However as payback for tearing off her armor she nailed him in the gut, though Ben was in pain he fully understood why, the latter was comfortably sitting at a table with his super fan until someone neither have seen entered the guild. "Well well who do we have here" a feminine voice said, Ben looked behind him to see a light brown haired woman with noticeably large, "assets" wearing a green dress. 

"Uh hi Ben Tennyson, sorry but I don't think I've met you before" he said, "it would be reasonable you had only arrived a few days ago, the names evergreen" she said. 

She was about to ask him to join her on a job before Erza intervened saying that he's already going on a job with her, "wow Ben you haven't been here long and you've already got two girls fighting over you" Macao said which made Ben blush. 

After she had one Erza dragged Ben off to the courtyard to discuss the mission, "okay so why did you do that?" He asked, "other than I do have a job, I wasn't about to let a member of my team be stolen away from me, plus she looked at you the same way Natsu looks at meat" she explained. The shapeshifter agreed to go with the re-quip mage, the job, investigate attacks by strange animals in a far off town, all types of creatures. 

The rest of the team arrived carrying another job request but let the two go on their own, in any case Lucy preferred bandits over beasts any day. 

Erza had dragged Ben along to her dorm at fairy hills to help her pack, he stumbled upon a leather book that fell off one of her shelves only to find out that it was actually something unmentionable. 

To avoid discovering anything else embarrassing he multiplied by ten and used his super speed to finish it faster which earned him a slam to Erza's breastplate making him blush.


	11. Chapter 10: Animal instincts

It was a warm morning in Magnolia, a day passed since Ben and Erza's fight, the former had won much to everyone's surprise. 

Ben was sitting in the guild hall happily drinking a smoothie, his cousin then greeted him "hey Ben, heard you beat Erza in a fight yesterday that true?" She asked him. 

"Yeah, today she asked me to go on a job with her, just don't know where she is" Ben responded, "hey Ben, where Erza? Don't you two have a job to go on?" Lucy asked, Ben nodded.

"It's amazing how hooked she is on these smoothies of your's" Cana commented, "yeah she's already fallen for the drink, maybe she'll end up falling for you" Mira added. 

Ben that did a spit tank then proceeded with a coughing fit, "wait what" the shapeshifter said coughing, Gwen and Lucy decided to play along, "yeah that would be expected, I mean I've got to say cousin you're more than easy on the eyes" Gwen teased. "Right Gwen, plus you're just as strong as she is, maybe she wants to date a person who's just as powerful" Lucy said "let's not forget Tennyson didn't you say that she was like a rose" Kevin added eavesdropping. 

"Like I need romance advice from you" Ben retorted, "what do you mean by Erza's like a rose?" Lucy asked, "much like a pretty rose with a string of thorns, Erza is beautiful to the eye and dangerous to the touch" Gwen explained. 

Mira and Lucy squealed at the romantic thing Ben said, Cana laughed, "wow you really think that?" She asked, the teen hero turned his head to hide his blush. 

"Wait if you said that, then that must mean" Lucy said, "you totally like Erza" she teased, "can it already will ya, or do you guys want to be on the receiving end of Toe pick's terrifying power" Ben said. 

Right then and there, Everyone backed off, "right anyway change of subject where're the twin elemental dunderheads don't oh have a job with them?" He asked right when the two in question appeared behind Lucy.

"Elemental dunderheads what's that supposed to mean?" Natsu yelled indignantly scaring the whack out of Lucy, the latter slapped him right across the face "Natsu you scared me half to death" She said. 

"Just tell that loser how you think about him" Laxus said with Erza glaring at him, "I have no problem telling everyone here how weak they are, especially that princess wannabe" he added on. "It was her fault the whole mess was started anyway", "LAXUS" Mira scolded "would you shut up Master Makorov said it was no ones fault for the war with Phantom lord" she said.

"Quit your whining, once I become master I'm kicking you losers to the curb" The annoying blonde said, "at least we didn't back down at the fight" Ben shot at him, "Cana told me that while we were all risking our lives during the fight with Phantom you turned a blind eye on everyone" he said. 

"Like I said these losers don't need to be helped" Laxus responded, "listen Green boy, you may have beaten red here" he added, "what" Erza responded "but I'm stronger than anyone here". 

Ben then knocked him back with Armadrillo's fist, "care to prove that sparky" he said turning into Omni, "you got guts but learn your place" Laxus said blasting Ben with lightning, "uh shouldn't you help him out?" Lucy whispered to Gwen. 

"He's got this, we've taken on worse than Laxus believe me he's nothing but a small drop in a ocean of enemies" she explained. "I don't think so" Ben said Using Loadstar's magmatic power to redirect the lightning back to Laxus, "ouch, that actually hurt" he said. 

"Insult to injury lightning boy, you might want to lose some weight because I'm about to put Five tons on you" Ben said using Gravattacks powers to increase the gravity around him. 

"Hey what did you do I can't move" the blonde said, "of course you can't, the gravity around has increased, no one can move around with the weight around them as heavy as a five elephants if you don't like it maybe this'll fell better" Ben said as he stopped his gravity attack and rammed the blonde in the side with Crash Hopper's legs and skull.

"Or maybe not, but maybe I can cool you off" the alien then turned transparent to phase through Laxus and freeze him in ice, "Ahhh you're gonna get it now" the blonde yelled as he blasted a large torrent of electricity towards Ben. 

"And that's what I was waiting for" Ben said as he grew Feedback's antennas and absorbed the lightning, "what comes around goes around Laxus, let's see how you like it ya electro freak" he said before Blasting Laxus with a large bolt of electricity. 

The blast sent him flying and the alien walked over again, "and just so you don't get zap happy, I'll be taking this" he said before sticking the antennas into the lightning mage and absorbed all the electrical energy out of him "AHHH, what are you taking?" Laxus said in pain.

"All that lightning inside you" Ben answered after he had finished, "as of right now you're all out of power and can't use your magic anymore" he answered.

"Also every one here's a lesson, don't take things like that from Laxus or anyone else, none of us are weak we're all strong in our own way, whether by intelligence" he said gesturing to Levy, "strength overall" he gestured to Elfmen, "and even by kindness" he gestured to Lucy. 

"Don't be ashamed, be proud of who you are and the qualities you have, and never let anyone take your self worth" Ben finished, Erza smiled from hearing that.

"Well since when are you the inspirational type?" Gwen said walking over to her cousin, "since I lost you guys I guess my personality changed somehow, oh and Laxus you may want to stay down and get away from Gwen before Kevin kicks you in the jewels" Ben said when the blonde was reaching for her. But it was too late, the absorbing teen got him straight in the family jewels, "ouch that's got to hurt" Macao said wincing "what were you trying to do to my girlfriend anyway" Kevin said menacingly.

And hour later Ben and Erza were on their way to a lake side town called Aerona Suborius, "Ben did you actually mean what you said back there" Erza asked. 

"Of course I did, wouldn't have if it wasn't true" Ben answered, "so if Levy is smart, Elfmen is strong and Lucy is kind" Erza spoke up, "Then what am I?" She asked. 

Ben's face turns slightly pink, "where do I begin" he said shyly, "your strong, your smart, your brave, you take pride in being a member of the guild, your beautiful, there is so much about you I can't say for certain" he answered. 

She blushed at what he said, 'he thinks so highly of me, wait what was the last thing he said?' Erza thought, "Ben did you say that I was beautiful?" She asked, 'Crud' Ben screamed inwardly. 

"Well yeah, have you seen yourself in a mirror?" He replied, "uh thank you" Erza said winking at him which made him blush, they later arrived at the train station. 

After a long train ride, and Erza occasionally falling asleep on Ben's shoulder, they arrived in a town close to Aerona Suborius and walked the rest of the way, "now I can see why the railroad couldn't be built here, the whole area minus this path we're walking on here, is like a swamp" Ben commented. 

"Yes other than the terrain this entire area is a protected nature preserve for rare animals, none of which are dangerous, in fact they're quite harmless" Erza said as she spotted a cute bunny like creature and pet it, "see". 

However a large worm thing, harmless though, got too curious and knocked Erza into Ben. This accidentally made her fall onto him, "Ow... sorry Be-?!" Erza yelped, "Erza what's wrong...grk?!" He replied. Ahem the two opened their eyes their lips had kissed each other by accident. "Oops, is sorry about that Erza" Ben said trying not to get her angry. 

In truth an odd rush went through her at contact. But in order to keep focus on the mission she responded.

"N-n-no Ben it's fine, I was the one who fell on you, and besides, it was that worm thing anyway" she said. They then picked up the pace in order to avoid anymore accidents.

They finally got into the town, the place was over flowed with culture, all the people hanging decorations on buildings, but the most amazing part was the lake itself. Sparkling blue, with the sun shimmering off, in addition small areas releasing bubbles that create thermal lifts that people use to surf on top of, "it's official this world has impressed me yet again" Ben commented.

"your world doesn't have sky surfing?" Erza asked, "we have surfing but we do it in the water" he explained, "we surf on water to you know". The fairy queen smiled at him as they walked down to the town.

After arriving they noticed something odd, on some areas they saw large cracks, most likely from the animal attacks, and an odd but familiar shaped footprint. Ben, for some reason swore he saw those footprints before, but couldn't place his finger on where he remembered them. They had arrived at the hotel they were staying at for their mission, "classy" Ben commented, they walked to the front desk to check in. 

"Hello there miss Titania, oh we weren't expecting you to bring your butler" the front desk woman named Linda said, "butler?! Wha-! I'm not her butler" Ben replied irritated. 

A bell hop name's Marcus and a cleaning lady named Tina approached them, "servant then?" Tina asked "what no!" Ben said with a twitching vein, "please don't belittle my teammate, Ben here is a powerful take over mage" Erza said.

"Doesn't look like much" Markus said, "RIGHT HERE YOU KNOW" Ben said fuming. 

"Wait ma'am did you say take over mage?" Linda asked, "we heard of a new take over wizard who joined Fairy Tail that has a single unique form that has multiple different abilities, and the... power... too... turn... into... a... Titan... form" Tina stammered from the realization. 

"Wait are you..." Marcus struggled to ask "yup that's me" Ben boasted, the three had just insulted a person capable of destroying their town with no trouble at all and one thing all came to their minds 'we're screwed...'. "WE'RE SORRY!! WE DIDN'T KNOW YOU WERE THAT TAKE OVER WIZARD!! PLEASE FORGIVE US!!" they all pleaded. 

Ben sweat dropped then tried to calm them down, "don't worry unlike a few of my other guild mates and probably my partner I won't go on an angry rampage" he said, "indeed" Erza said before the realization hit her "HEY" she yelled. 

"Sorry Erza, but you have to admit, you and most of the guild can get pretty rowdy, but not as much as pink flame" Ben said, "true I can be a little violent at times, and knock people out often" Erza admitted much to the three's surprise. 

"But both of us know it's Natsu's fault, he always start the fights I end them quickly" she added, "that we can both agree on" Ben replied, "so our room keys?" Ben asked Linda, "well the thing is we only thought miss Titania was coming, so we only reserved one room for her and the others are all booked" she said. 

"Only one room, how many beds?" Erza asked, "uh one" Linda replied, "well we could just share the room and I could sleep in the web hammock" Ben said, "whilst I sleep in a comfortable bed I think not, yes we are going to share the room and the bed" Erza said. 

"Seriously this is going to be the third time we've slept in the same bed, not that I'm complaining just that, I've been keeping count" Ben replied, the three employee were dumbfounded at the two's discussion. 

"Now how about we take our luggage up to the room" Erza suggested, "uh your luggage, I only brought my duffle bag" Ben said emphasizing by swinging it a little. 

After the shapeshifter brought all of Erza's suitcases to their room with XLR8 and Ditto's powers, much to the hotel staff's amazement, they went to meet with the mayor. 

They went to a local restaurant to wait, Ben and Erza waited at a booth at the way back. 

"So do you always get discounts when you eat at restaurants?" Ben asked his scarlet haired friend, "usually one of the perks of being a well known S-class wizard I guess" she admitted. 

"You two must be from fairy tail correct?" A voice asked, the two had turned their attention to a brunette woman in an aqua green business suit, "that is correct" Erza said, "Name's Ben Tennyson, pleasure to meet you, your must be the mayor right" he asked. "Yes indeed, I'm mayor Melody Garyson, we thank you for answering our request. 

Though I don't think I have heard of you Ben" she said, "Ben here has recently joined fairy tail, he is a powerful take over wizard and has beaten three of Fairy Tail's strongest in combat" Erza said, "all being the Salamander, Laxus and myself". 

Melody was in shock by what she had heard, "your really okay with admitting you lost to me?" Ben asked her, "if one loses they must not deny it, I might as well get it over with" Erza replied. 

The mayor had explained that a few months ago large monstrous animals had been attacking the town. 

They've been seen coming from the nature preserve and lake, then retreating back at every attack and if this keeps up the towns folk will have to take down the nature preserve. 

"Wait did one of the monsters happen to look like a big frog with four red eyes with horns on its head" Ben asked. 

"Actually yes how did you know?" Melody asked, "lucky guess" he answered, "need not worry mayor Garyson, we'll find these monsters and insure that they will not harm anyone ever again" Erza ensured her. 

After a meal, the two headed back to their hotel, "hey Erza, I think me and my pals weren't the only ones who came to this world" Ben said to Erza who was currently in the shower. 

"Why do you say that Ben?" She asked, "remember those monsters that the mayor described, well the frog one might be a normal animal that had been mutated by my old enemy Dr. Animo" he said. 

"If that is true then I hope you have information on how to defeat him" she said coming out of the shower, she didn't have much on other than a towel, "you sure seem nervous right now, any reason why?" She asked cocking a hip, Ben turned slightly red. "How bout because you forced me to bathe with you once, and now you don't have much on" he retorted turning away, "and as you said Ben you already saw me once why are you nervous now" she asked putting her head to his shoulder. 

"I just am okay" he yelped, "okay then, we'll probably need to rest up for tomorrow" she said, "you got that right" Ben said. 

After changing into their night clothes both got into bed Erza started to toss and turn, 'sure I like him but we have a job to do, but I really do want to know if he feels the same, knock it off no lolly gagging, I bet you're thinking about that kiss, yeah... ACK NOT THE POINT!' Erza contemplated. 

She groaned in her sleep and the still awake Ben was concerned, "hey Erza are you okay, you seem uneasy" he asked she sat up and looked to him "oh I'm fine no need to worry" she replied then looked downward. 

Ben felt she was a little troubled by something, "Erza I can tell something is bothering you" He said, the red haired mage had finally conceded an answered "well the thing is I was kind of" she paused for a minute, "it has something to do with you" she said. 

"What do you mean Erza?" He asked, "to tell you the truth, I sort of like you a little Ben" she admitted, which made Ben blush a lot, "really?" He asked "yes, after all you impress me countless times, you even managed to beat me in combat, and you said such nice things about me, how can I not" she said. 

"And then... that kiss earlier" she then touched her lips to replay the sensation. "I felt a certain rush, for some reason I feel right when I'm around you".

Ben looked down then back at her, "actually Erza I kinda like you to" he said, "as I have said before, your smart, Strong, brave, beautiful but there's also something about you that is just amazing, I just get a feeling off of you that tells me you are". 

Both looked at each other and met eyes, "when did you" Erza asked looking at him, "a few days after we first met. I don't know what it was but I feel a really strong connection between us" Ben answered. "Well... I also felt the same at the same time, and yes I also feel some sort of connection" she replied as her voice droned off when they found themselves moving closer to each other, "so uh... want to...?" She stuttered. 

"To what... Erza?..." Ben asked leaning in close to her, "want to..." Erza hesitates to say as their faces were only inches apart. Neither dared to move a muscle in fear that if they did it would end up being a dream... the Titania then gulped hard 'forget it, if I don't do something I'll regret it, and if he doesn't accept my feelings I'll still have some closure at least' she thought. At he exact same time Ben had thought the same and the two kissed. At that moment both felt adrenaline rush through them. 'Her lips are so soft, this feeling rushing through my body, Erza...' Ben thought, 'I never thought that a kiss would feel this nice, come to think of it I think this is my first kiss, and Ben, I think he had the same urge I had and went for it,' Erza thought. 

The two broke the kiss and looked at one another, "so uh...?" Ben stuttered, "Yeah... that happened..." Erza blushes, "so... does this make us a thing?" She asked. "I'm not sure" He replied scratching the back of his head, "but... to see where this goes, want to go on a date once we get back to Magnolia?" Ben asked her. To which gently grabbed his face and kissed his cheek, "I'd love to" she said before they both fell asleep.

The next morning the two walked around the town to inspect the area to be ready incase the monsters appear, "so when did the mayor say they would attack?" Ben asked. 

"She said the attacks started every four days and the last one was three days ago" Erza replied, "the next one is today" he said. 

At that moment large mutant animals, a lizard like creature, something like a squirrel and an ostrich like bird, started to come from the nature preserve running towards the lake. "Oh no you don't" Ben said, "its hero time" both of them boasted. "Hey that's my line" Ben complained turning into Omni, "hey we're going to be dating soon might as well share a catchphrase" Erza replied. 

The two rush towards the animals, one seemed to be holding a type of cage in its mouth containing a few animals "take this Moon flash" Erza said sending a slash of light towards the lizard. 

The monster's leg was sliced off but it grew back, "okay I will admit I did not see that coming" Erza said then proceeded to pound the heck out of the squirrel, "I got lizard breath" Ben said. 

As he approached the monster he saw the cage it had along with the fact that it resembled one of the animals that was protected in the reserve. 

"Okay scaly let go of the cage and no one gets hurt" Ben said using four arm's strength to flip it over, then got hit by his tail luckily he grabbed it just in time, "okay now I'm mad". 

The alien then proceeded to spin around then tossed the monster in the air, it fell back to earth, "look who's the tough guy now Lizzie, now hand over those animals" he said trying to pull it from the incapacitated reptile. 

"Got it, huh?" Ben said until he saw the bird ran him back into Erza, "sorry babe, ouch" he apologized, "don't worry about it" she replied, the squirrel then escaped from her and all three swam into the lake. 

"I've got a feeling the attacks were only accidents, the real reason those monsters were going into town was to steal those endangered ones and bring them to the lake" Omni said, "the town was unfortunately the shortest route" Erza added. 

They approached the water, "if we want to get to the bottom of this the only direction to head in is down" Ben said growing Rip Jaw's gills, fins, and transforming his legs into a fish tail. 

"Please tell me you have something that can work under water?" He asked. "I think I might" Erza said before requipping into a green armored suit that has blue fins and a long fin like skirt that extends only to the back leaving the front exposed.

"This is my sea empress armor" she said. "Hope it allows you to breathe underwater?" He said as they both swam down they caught up with the animals and saw a large man made under water structure. 

The alien pointed to it and both swam fast, they quietly poked their heads out from opened area in the structures floor which was revealed to be a laboratory. 

"Ah thank you my pets, these normal creatures have zero potential of surviving extinction due to a lack of adaptivity" a familiar voice said.

"However thanks to me Dr Aloyisius James Animo, with my new transmodulator I will lead this world into a new era" he said. "Ben you were right" Erza whispered to him, "let's get him" Ben responded jumping out of the water, "your busted animo" he shouted, "right now stand down and we won't hurt you" Erza added. 

"What Ben Tennyson, oh why can't you just leave me to my work" Animo complained, "dude your work is turning animals into monsters, as a hero it's my job to stop you" Ben replied tuning his arms and legs into Wildmutt's. 

"Now looks like it's time for me to go wild" he quipped running on all fours and charged down the demented scientist, "what do you think you're doing get them my pets" Animo ordered. 

Other than the lizard, bird and squirrel a large mutant frog, spider and mosquito appeared out of nowhere. The lizard went to hit Ben but the latter leaped back to Erza, "we may be from another world Tennyson" Animo said jumping onto the frog's back "but like animals, I have adapted, knowing you might bring magical back up I mutated this mosquito to allow it to feed on the magical energy in wizards". 

All the animals charged at the two, "like we're gonna let you get away with this, come on Erza" Ben said, "right behind you" she replied, they sent powerful punches to the squirrel and bird. 

However while animo and his amphibian distracted Ben the mosquito bit Erza and proceeded to suck out her magic energy, "ouch how dare you bite me you pathetic bug" she yelled slamming the mosquito into a wall. 

"Erza are you okay?" Ben asked concern leaping to her side, "I'm fine but that damn bug took a lot of my energy from me" she complained. 

The mutant spider then landed in front of them and stuck them to the wall with webs, "enjoy your last breath, the webs from this spider absorb magical energy as well, now come along my pets we have a world to mutate" Animo said as he and his monsters exited the lab.

Erza and Ben tried to break free of the webs, the latter had a success using Diamond head's arm to cut himself loose, "don't worry Erza once I'm free I'll cut you loose to" he said. 

"Ben this web, its already taken to much magic from me, you'll have to handle this on your own" she said, "I'm sorry but I'm... I'm..." Erza said before passing out. 

"ERZA!" Ben exclaimed as he used a combination of Heat blast's fire, Chromastone's energy powers, and Diamond head's shares to successfully escape the webs. 

He then cut Erza down with ease, "Erza please no, don't die now" Ben said cradling her torso, "please Erza, please be alive, you just told me you liked me, I already lost so much" Ben said ready eyed. 

"I don't want to loose you" a soft groan came from Erza's mouth, she opened her eyes to see Ben with tears running down his face, "please I nearly lost my family, I can't lose you now" he said before she gently grabbed the back of his head then kissed him, "sorry to disappoint but" she said steadily sitting up, "but I'm not going anywhere". 

Ben was overjoyed to see her alive that he pulled her into a hug again, "you have no idea how happy I am right now" he said. 

"Please tell me you're okay" Ben said helping her up, "I am my magic is steadily building up again, however if that spider and mosquito get me again I may be done for" Erza replied, "not if they can't touch you" Ben said, "Ben what are you planning?" She asked, "first I need you to requip into your strongest armor" he said. 

She did as requested and changed into he armadura fairy armor, "this is armadura fairy, the symbol of my pride for being in our guild" she said, "and now it's my turn" Ben said turning into Omni becoming tar black with green circuit stripes again and merged with her armor. 

When Erza snapped out of her panic she saw that her armor had been reshaped and enhanced, "Ben what did you do?" She asked, the green lines in the armor lit up when his voice spoke, "I used the powers of my alien upgrade to merge with your armor and enhance its abilities, I normally do it with machines your armor was a lucky break" he said. 

"When will you stop impressing me?" She asked as they jumped into the water, "I don't think that'll be possible Erza" Ben said reconfiguring the armor to take on an aquatic form. They launched out of the water and the armor shifted to a flight form, they spotted Animo and his monsters swimming towards the town, "of Hey reach the city there's no telling what sort of destruction they may cause" Erza said, "not gonna happen, come on Erza let's do this" Ben said as they rushed towards the monsters. 

"First things first the mosquito and spider" Erza said, "good idea, take out the magic drainers first" Ben said as they slammed the monster bug into the water, "what you two again, madam you are as much as a pain in the neck as your boyfriend there" Animo said signaling the spider web snare Erza. 

"Technically only started dating" Ben said as Erza shot a laser at the web incinerating it, "okay I'm really starting to like this" she said, "incoming bug boy's back" Ben warned as the mosquito surfaced again but had trouble flying, "take it down while its wings are wet" he said. 

The red haired worrier used her twin blades to slice the bugs wings off, then grabbed its proboscis to throw it in the air, "I have this part" Ben said as Erza raised he fist in the air which then turned into diamond then shot a large shard right through the parasitic insect. 

"Now time for web head" Ben quipped as before they turned around and picked up the spider avoiding both the fangs and silk spitter.

"If I remember correctly a spider breathes through the bottom of its body try to suffocate it or rip out its respiratory organ" the galvanic mechamorph powered omnisapian said. 

Erza bored clean through its back and bursts out the bottom killing the arachnid, "first of all gross, second of all both magic drainers are down were clear to attack animo" Ben said, they both flew toward the mad man riding frog saddle. 

"You think you can win all I need is another spider and another mosquito" Animo stated before the armored wizard slammed the water down to create a wave and send the other monster to the thermal bubbles, "you thinking what I'm thinking?" Erza said, "my first time sky surfing" Ben said. 

Changing the front of the body to Terra spin's the two blew the the monster's closer to the bubbles until they were sent into the air, "what no, why did I have to ride the frog" animo complained, "get me animo's helmet I can reverse the mutation by merging with it by the hands" Ben said. 

Erza then flew to the scientist and snatched off his helmet, the alien hacked into the device and sent out a wave that de-mutated the animals back to normal, "no why do you always have to meddle in my work uh oh" animo said before falling to the water. 

"AHHH" the two left animo to the rune knights and caught the endangered animals, "don't worry about the lab I uh left a little surprise in there to make sure it's taken care of" Ben said before the two flew back to Aerona Suborius.

About a day after they got back the mayor had rewarded the two for saving their town, "Ben Tennyson, Erza Scarlet on behalf of the people of Aerona Suborius, we thank you for saving our home, you have the towns gratitude" Melody said. 

"I still don't know why there were rumors about fairy tail spreading destruction around, perhaps they were a bit far fetched" she said until an explosion came from the lake. 

"I think my surprise turned out to be little over powered" Ben said as they saw a tidal wave head towards the town, "the rumors were true" the mayor said, "come on Erza" Ben said, "right behind you" she responded. 

They ran towards the wave, Erza used her black wing armor to fly up, "moon flash" she said as a large slash of light cut through half of the wave. 

Ben as Omni used Way Big's power to grow to a thousand feet tall then jumped into the water and slammed his hands together to create a shockwave that dissipated the wave. 

Erza landed on his shoulder, both smirked at the good job they did stopping the wave, and the town didn't suffer any damage, "you were saying mayor" Ben said. 

She gave a nervous laugh, the two went back to their hotel to check out, Ben handled the suitcases which earned him a long coming pull to Erza's armored chest, rather than feeling pain he just blushed. 

"That went well, don't you think so Erza?" Ben asked his new girlfriend, "indeed, so are you allergic to anything?" She asked her new boyfriend, "if we are going to go on a date somewhere I don't want you dying from an allergic reaction to the food" she said. 

"I think peanuts" he said as they walked to the train station, on the train day had already turned to night halfway to Magnolia. 

The two sat next to each other, Erza with her head rested on Ben's shoulder, the latter with his on her head. 

Upon arriving the two were discretely discussing their date plans, "so is it a date?" Erza asked Ben, "it's a date, see you tomorrow" he said before kissing her on the cheek. They were walking back to the guild, both had agreed to keep their love life with each other secret from the others or they'd be pestering then like no tomorrow, "hey Erza do you hear something?" Ben asked. 

They listened for a moment and heard what sounded like faint screaming, "yes I do, and are you getting the weird feeling when Grey is near you naked" she replied. 

All of a sudden the ice mage in question had fallen on top of them, as expected stripped to his boxers, "ouch" Ben groaned, "AHHHG WHAT DO YOU THINK YOUR DOING?" Erza yelled after getting up at the same time knocking him off while Ben got up rubbing his sore back. 

"Hey it wasn't me it was Cana" Grey said waving his arms in panic, the two turned their attention to the guild to see Cana throwing cards at Natsu with the latter leaping from table to table. 

"Okay what happened?" Ben asked as they entered the guild, "stripper ice here was arguing with Natsu as usual then accidentally froze all the alcohol" Gwen said next to a downed Kevin and Rook. 

"Hey cousin that would explain it, and what happened to them?" Ben asked, "She bet them that neither can beat her in a drinking contest and knowing Kevin he didn't back down and Rook wanted a rematch" she answered him. 

Both groaned from their fast hangovers, "AHHH" Natsu screamed being thrown back to a pile of rubble, "you" Cana said to Grey sinisterly readying her card.

"You really stepped in it buddy" Ben commented "Cana I know Natsu and Grey have done a lot of damage while we were gone" Erza said holding the angry brunette back. 

"I'll be sure to punish them accordingly, but please clam down, we can't afford anymore damage to the guild". She finally calmed down while in the mean time Ben had thawed out the booze, "and done, there you go Cana" Ben said, she was so grateful she went and kissed his cheek, well tried. 

Erza caught sight at what she tried to do and got in the way, in doing so she received her appreciated kiss, "uh Erza why'd you just do that?" Cana asked, "no reason" Erza answered shooting her a kiss him again and you'll be sorry look. 

Natsu then bursted out of the rubble breathing fire. "RRAAAAAWW NIW YOU'RE IN FOR IT CANA" he said charging at her. Both Erza and Ben nailed him in the gut and he collapsed.

"Heck the whole time you two were away those idiots were fighting every two no wait was it two or three ahh who cares, point is they fought a lot" Gwen said in a sorta drunk voice. 

"Wait Gwen are you drinking?" Ben asked concerned, "who cares, our world is gone, my college career was flushed down the drain, it's not like doing this is really going to affect me well bottoms up" she said downing her second glass. 

"Really is that so you two" Erza asked while the ice mage and dragon slayer trembled in their boots, "I can confirm what she said, even if she may be a little drunk Erza" Lucy said "aye they were fighting" Happy said. 

"BETRAYER" both said, "can someone please tell my cousin to stop drinking beer before she ends up like her boyfriend and the alien" Ben shouted pointing at both of them. 

"Oh and Tennyson (blech) we all finally afforded enough money to (blech) get houses and move (blech) out" Kevin said repeatedly gagging. Then proceeded to throw up.

 **As of right Now, ships have sailed!!**


	12. Chapter 11: first date

Things were going well at the fairy tail guild, well aside from Natsu constantly challenging Ben to fights. At the moment however the latter wasn't listening to Natsu.

Instead he was thinking of a certain red haired beauty he was about to go on a date with. "Hey come on Ben fight me" natsu kept yelling.

However Ben still didn't budge, he was deep in thought. Ben was still thinking of where to take Erza for their date, his head was full of concerns regarding his date with Erza tonight. He already had an idea at what to wear and where he was taking her, what concerned him the most was the possibility that Natsu or the others were gonna do something to turn it into a train wreck. And Erza wasn't any better, in fact she was in the same boat as Ben.

She not only was she worrying about her attire but like her new boyfriend, if things went well, she was worrying about their team showing up and side railing her first date. And speak of the devil, back with Ben Natsu had got him in the head.

"Well well looks like I finally got your atten...wah!!?" Natsu helped when Ben wrapped him in Snare-Oh's bandages and threw him to the other side of the guild. Then made sure he stayed there by tying him to a beam.

"Hey come on man let me down" the dragon slayer demanded. "Not happening Natsu, I have a very important thing tonight and I'm not going to let you ruin it" Ben said sternly.

The dragon slayer was puzzled to what he meant. Then spotted his rival, "hey Gray, mind helping me down?" He asked. "If I seen him out of there gray I promise you that you will be halfway down Upchuck's stomach" Ben threatened.

"I would comply with what he has done and he has threatened" Rook said. "Totally been down upchuck's gut before wasn't pretty" Kevin added.

Gray shivered and walked away from the pink haired dunderhead. "Hey come on, hey Lucy mind lending a hand?" Natsu asked.

"No way" she replied, "you heard Ben if I let you down he'll eat me" she said. "Come on I don't want to stay up here all night" the dragon slayer complained.

"If anyone needs me in gonna find Erza" Ben said which Natsu thought was a threat. "Never mind I love it up here" he said nervously laughing. "Not for that reason ya pyromaniac" Ben retorted.

He walked out of the guild and went straight home. Once he got home he immediately took a shower. 'Not gonna smell like a gym sock on my date' he thought. Once he was done Ben got dressed.

He sported a pair of brown slacks, a black jacket with green highlights. A green button up, black dress shoes, his hair combed neatly and the Omnitrix on his chest.

"And with a little help from gutrot a little cologne" he said spraying himself with an actually pleasant smelling fragrance. "I hope Erza likes this date" he said walking out. Meanwhile at Fairy Hills Erza finally settled on a good outfit to wear, a blue long sleeved sweater over a white dress shirt with a black and dark red skirt. Not too fancy yet not too casual, all at the same time she looked very pretty. "Hmm I rather like this" she admitted, "I really Hope Ben does though, I can't deny I feel a special connection between me and him. So I want to see how this date goes" she mused. Then spotted him from her window "he's here, I better head down".

He finally got to Fairy hills and waited for Erza outside. When she walked out she was wearing a and was in awe of the outfit she chose. She also wore red heels and her hair tied in a pony tail that she did on the way down. She also had a belt tied around her waist with a buckle that looked like the guild emblem.

"Evening Ben, ready?" She asked, the alien shapeshifter was speechless at her attire, he then shook his head and answered. "As ready as I'll ever be" he said hooking his arm around hers.

They walked down through magnolia and then stopped at a fancy restaurant. They walked through the doors. "Good evening, do you have a reservation" the man at the front desk asked.

"Yes for two Tennyson and Titania" Ben said. The manager then arrived and personally lead them to their table, "oh forgive me for not recognizing such famous wizards" he said.

The two sat out back next to a large pond filled with unique looking fish. They were given menus, "I hope this is to your liking" the manager said. "Judging from this view it already is" Ben said. Erza nodded in agreement with her date's statement.

They talked for a while, Ben had asked Erza about her interests. Erza replied with combat training and acting. Ben thought the acting was interesting. Erza asked what Ben's were, he replied with helping people and sumo slammers.

Erza was confused but Ben had explained that it was a franchise that involves large worriers fighting each other. 

A little while later their food arrived, Ben had a large steak while Erza had a salad and a bowl of soup. As they ate both had an odd feeling that they were being watched.

"Hey Erza" Ben said after swallowing some food. "Yes Ben" she replied, "do you have an odd feeling we're being watched?" He asked.

"Thought you'd never ask" she said, "I've been getting that feeling since we started eating" she said.

Scene change: opposite side of the pond, four familiar figures were watching them. "Is it a date" the small figure asks. "Not sure" the spiky haired figure answered. "Does look like it though" the figure now naked said. "Yeah and... hey we're stalking them keep your clothes on" the last figure said.

Scene change: back to Ben and Erza.

The two had heard a tiny yell but shrugged it off and continued to eat. An hour later they had left thanking the manager for the night.

Ben then took Erza to a large clothes store. "What kind of date would I be if I didn't buy you anything?" He said coyly. "I'm really having fun now" Erza squealed as they entered.

The red head had tried on tons of outfits to show Ben, seeing which he liked best. Little to say he said all the outfits she tried on looked good. Well almost all, one looked kind of, inappropriate.

After exiting the store Ben then took Erza to the shore of the lake next to his house. They both enjoyed the view for a while. Until Erza took one of Ben's hands in her's.

"Hey Ben I just wanted you to know that I had a lot of fun tonight" she said facing him. "Thanks I was hoping you'd like it" he said taking Erza's other hand.

"Hey Ben" she said looking into his eyes. "Promise me you'll love me no matter what happens", Ben had a surprised face on. Which was then replaced by a warm smile.

"Don't worry, when it comes to you and me" he said bring her face to his. "I'll always love you" he said making the Titania blush.

They both leaned in for a kiss when a semi blue semi white light flashed near them. Ben turned his head to see a middle aged man on an orange shirt wearing a white lab coat and green goggles.

He then plopped a gum ball in his mouth. "Hello there young Benjamin" he said. "Professor paradox?" Ben said, "Ben you know him?" Erza asked. "Yeah he's a time traveler in my world able to travel into different time periods and even into different worlds" the shapeshifter explained.

Paradox just smiled, "indeed I am, however I'm here to tell Ben something very important" he said to the hero. "Ben, remember when you were sucked into that portal which brought you to this world?" He asked. Ben nodded.

"Well other than transporting you, it also split you into multiple you's" he said. Ben's eyes widened, "you mean I'm not even the real me?" Ben asked worriedly.

"Oh you most certainly are" paradox answered which calmed the hero. "You are all the original Ben, only divided into parts and then regenerated into full Ben's" he added on.

"So is that the same for the rest that got here?" Ben asked. "Indeed, however, not all of them made it in the same time zone, I originally revived more of your family, however they ended up in another point in time".

"So that means that my parents and grandpa Max are still out in this world somewhere and alive?" He asked. Paradox nodded, "I've already told the other you's, or going to tell them, time travel makes verb tense very confusing" paradox joked.

"Still when I did or went to tell them, compared to you they were surprisingly calmer than yourself, well almost one actually bit me but that was because he was in his Predator transformation, a new one you will gain in time".

Erza then whispered to the professor something, "so does Ben ever go back or does he stay here?" She asks. "Oh all the Ben's stay in their respected dimensions, they go back once but only for a short time, do not fret though, they all come back" he reassured the re-quip mage.

"Oh and also do be careful with Ben. He may have had relationships before but, well" he then whispers into her ear.

Whatever he said made Erza blush, then her eyes flashed as Paradox had somehow showed her some of the feelings she has from the near future. "Anyways off I go" he said teleporting away, "well at least I know that I am the real me, and not just a copy" Ben said.

Erza then gently grabbed his hand, "real or not, you have been the kindest, loyal and most determined man I have had the pleasure to meet for the last few months. And for that I am glad to feel this way" she said to him making the him blush. "Y-you do?" He asked, "yes, you truly had shown me a great night Ben, and I am proud to call you my boyfriend" Ben Smiles "same, I'm glad to have met you Erza, my armored goddess" he said, then his eyes flashed as well, feeling how the future would be like, "and as I said, whether you are the original article or a cloned, I'll still love you Ben Tennyson" she said. Ben smiled and pulled her into a kiss, "thanks Erza" he said before hugging her.

They later on went to his front yard, Erza cuddling on Ben's arm, however the shapeshifter was met with a very unpleasant surprise.

When they opened the door, Natsu, Grey and Happy were all sitting in his living room. Lucy on the other hand was tied up with her mouth gagged and a piece of paper with "I tried to stop them and this is what I got" written in it.

Ben was dumbfounded and very angry at what he saw, "WHAT ARE ALL OF YOU DOING IN MY HOUSE, LUCY WHAT ARE THEY DOING HERE?" he yelled with Echo Echo's power.

"Oh hey Ben, had ear plugs on this time" Natsu said grinning taking said plugs out. "As to why we're here we realized that we didn't know where your home was, so we forced Lucy to tag along with us in order to find it" Grey said.

"She originally thought we were stalking you to find out if you were on a date or not, then after getting the hint that we were searching for your home she attempted to stop us but failed" happy said.

The blonde regained consciousness, and begged Ben to untie her. The latter did as complied and released her, "RAAHH COME HERE YOU TWO IM GONNA KICK YOUR BUTTS FOR WHAT YOU DID!" She roared.

"And I'll hold em down for you" Ben said sinisterly. Erza then nodded in agreement and a three on three fight started. Little to say the pink wonder, ice stripper and cat ultimately lost.

"Oh and Ben, we were going to tell you that Loki, who turned out to be the celestial spirit Leo the lion, managed to get us tickets to the Akane resort" Lucy said. Both Ben's and Erza's eyes widened.

"Oh what joy" the red head squealed. "As for Loke being Leo?" Ben asked, "I'll tell you later" Lucy said. After a long explanation, the three still unconscious, Ben and Erza admitted that they were dating.

"OMG, Mira and I were totally right, you two are so into each other" Lucy squealed. "Tell anyone and you'll be seeing the sharp end of my sword" Erza threatened. "And Rath's well ,Wrath" Ben added.

The blonde mage then flinched and swore not to tell any one. They left later on, Lucy had to drag the two Dunderheads by their shirt collars, and Happy by his knapsack. "We'll see you tomorrow before we leave" Lucy called.

"Well today was sure eventful" Ben said, "although now that I remember I told the girls back at Fairy hills not to expect me back, until morning" Erza said.

"Uh why?" Ben asked, Erza shot her boyfriend a smirk. He flinched and attempted to run to the nearest room. Only to be caught in the scarlet haired mage's hand and dragged to his bedroom.

"Uh Erza we should be doing this now?" Ben said shakily. "Didn't we only start dating". "I have a feeling someone's gonna go through a new experience" she said.

The next day both Erza and Ben arrived at the train station. Lucy, who was waiting there waved at them. "Hey guys, good to see you're here, what took you?" She said.

Ben, who looked a little in pain, said "don't, just please don't ask, your asking for the answer to a question you don't want the answer for" he said.

"A little event happened and now Ben has a slight pain, oh the train's here let's get moving" Erza said. They all piled into the train, Natsu immediately got hit with motion sickness. 

Lucy was thinking about what Erza had said, " _what did she mean by a little event... wait... she... she couldn't have done... that could she?_ " Lucy thought staring at her red haired and brunette friends.

Erza caught sight of Lucy and Winked. Lucy then paled at the realization. " _Oh god!!!_ " She screamed inwardly.

(A/N: I know what you're thinking don't even go there, the reason why I even put the thought of it in was because I wanted some way that Erza could show Ben she'd be with him forever. And to also get other audiences interested, like any of you have any room to judge. Just be lucky that I didn't actually write it down, just having putting in here made me want to vomit. Don't judge I'm a morally sound person.)


End file.
